Twilight of the Damned
by Drax99
Summary: Something is killing Ponies. An ancient curse has fallen upon Ponyville, and Prophecy says that one will rise to fight it.  Vampire Ponies vs The Slayer.
1. Prologue

Prologue

"_The sky was clear, the moon was high,_

_not a star could be seen in the ebon sky._

_The night was bright, the light shone chill,_

_as a lone figure climbed up the hill._

_Moonlight rules, the land washed pale,_

_and the time has come to tell my tale."_

As a figure climbed the last hill, she stopped to make sure she wasn't followed. The idea that anypony would follow her to this darkest of places, in the middle of the Everfree forest was absurd, but chances could not be afforded. With the moon unusually bright, her azure and silver features shone, and her cloak and hat were brighter still. A beacon of moonlight in an otherwise monochrome landscape.

This was the night, the time and the hour that she had read of:

"_When the moon is full,_

_the stars washed away,_

_and night becomes bright as day."_

On this night, great magics could be performed, and limitless power could be called forth. Power that would belong to her. Power that would finally allow her to have her revenge on the ponies in the nearby Ponyville. Revenge for the shame and humiliation they caused her. And finally, after she had destroyed all that was held dear, Twilight Sparkle would know that it was The Great and Powerful Trixie that had done it!

Her blood boiled at the thought of the lavender unicorn that had destroyed her life over a year ago. As she wandered the halls of the old castle, once home to the Elements of Harmony, she dwelt on what her life had become. She had wandered at first, ashamed and broken. Then, after the despair had faded, it was replaced by a determined rage. Slowly smoldering as she began to search. From town to town, searching libraries and bars, she sought a way to increase her power. She would need more power to defeat her nemesis, and after months she found it.

In an old abandoned library, on the end of a deserted town, she had found a book. The fate of the town was unknown, it's inhabitants long gone, and only ghosts and whispered legends remained. Some say a great plague had wiped them out, and others say they had one day just vanished. Many had sought the answer, most never returned. The ones that did were usually quite mad. This neither swayed nor slowed The Great and Powerful Trixie. Her lust for power was a burning flame now, and her need for revenge consumed her.

Deep in the basement of the library, she found a locked room. With her skills as a stage performer, she easily bypassed the lock on the door, as well as the more complex one on the locked box inside. The book was black, and covered in strange runes. The cover itself appeared to be some sort of skin, and horribly molded into the form of a screaming face. There was no title, no preface, no markings other than the unreadable runes in bloody red ink. Eerily the ink resembled fresh blood, although it was dry to the hoof.

Inside, however, was madness. At first, the runes and glyphs swam before her eyes, making her sick to her stomach. It was like looking into a pot of boiling blood as it crawled across the pages with a life if it's own. not to be deterred, she continued to read until at last the movement stopped, and the book swam into focus. Suddenly she could read the words, and what they told her made the azure pony grin with glee.

Here at last was the recipe for revenge. The power she sought could be gained by a blood ritual, performed on a place that the ley lines of power met, on a certain night when the moon was full. It would grant the caster the power to control the night, and both power and everlasting life. The Great and Powerful Trixie would truly be Great and Powerful, _FOREVER!_

* * *

><p>Now she approached the dais, where once the elements of harmony had rested. The same place that the great Nightmare Moon had been defeated, and where once, long ago, the sisters had sat in rule over all of Equestria. Her horn glowed, as she levitated the candles and other reagents into place, and with a flash they were lit. Black candles shone with an eerie reddish glow, flickering and throwing maddening shadows upon the walls. The Great and Powerful Trixie drew a warding circle around herself, and surrounded it with the required runes. Then, taking a small silver dagger from her starry cloak, she bit her lip and made a small cut along her forearm.<p>

Chanting the preparation spell from the black book levitated before herself, the blood flowed freely, filling the lines she had drawn, and creating a arcane symbol on the ground in blood. The blood moved as if it was alive and covered the symbols and lines alike, until the entire circle glistened wetly in the dark candlelight.

As she finished her chant, the blood stopped flowing from her wound, but not before a wave of dizziness washed over her from the loss of blood. The ritual called for the sacrifice of another pony, but she could not trust anypony with the secrets of her plan. Neither did she have the resources to capture and carry a victim here. Her own blood would have to suffice, and the small sacrifice would be richly rewarded when the power was hers.

Sensing that the time was upon her, the mare opened the book to the final incantation. Chanting slowly and precisely, her horn began to glow. Brightly at first, gathering power, but then suddenly flaring with a dark reddish tint. The red glow grew stronger and brighter, and the flames from the candles flared higher as the power built. Finally, as the power built to it's peak, and the chant drew to a close, The Great and Powerful Trixie paused. Her body glowed bright crimson, and the circle around her seemed to burn with a strange reddish flame.

Suddenly, all the candles went out at once, as if snuffed by a great hand, and a fraction of a moment later the circle exploded. A wall of blood shot into the air, and enclosed her in a cylinder of crimson fire. The wall collapsed inward and she was washed in the burning fluids as she screamed. Her scream was cut short as the blood flowed along her body and forced itself down her throat, drowning her in a deluge of her own fluids, and causing her to collapse upon the floor in a heap.

As the room grew quiet, and the light from the ceremony faded, only a huddled lump marked where the azure unicorn lay. Long moments passed, and the moon began to wane before movement returned to the collapsed pony. Slowly she rose to her hooves, quickly regaining strength. In fact, her strength was still increasing. The Great and Powerful Trixie could feel the power of eternal life flowing within her veins, filling her body with limitless power.

Gazing around the hall, she could make out every detail, as if it were illuminated by bright sunlight. her senses were sharper than she could ever remember. She could hear and smell the rats scurrying in the nearby rooms. She now knew what true power felt light, and she _LIKED IT!_ Finally she would have her revenge on the pathetic ponies of Ponyville, and most especially, Twilight Sparkle.

She threw back her head in a wicked laugh. The sound echoed around the ruined castle, and seemed to go on for far longer than any pony could possibly hold breath. As she finished her gloat, she licked her lips, noticing her teeth were different now. She now had long canines, much like a Dragon, and they felt ready to rend flesh. In fact, the thought of flesh made her realise how hungry she was.

With a wicked grin, and a howl of glee, she stalked out of the castle. Tonight was the night to hunt. Tonight was time to _FEED!_ The Great and Powerful Trixie was hungry.


	2. Chapter 1: Vampyr

Twilight of the Damned

Chapter 1

Dead.

Everypony was dead. The streets were silent, as she walked through Ponyville. A blood red moon hung in the sky, and a chill wind moaned, causing her to shiver. But something else made her shake far worse than the cold.

Fear.

Her heart pounded, drowning out the wind, as she tried to look everywhere at once. Every shadow seemed to stalk her, and her own mind turned against itself. All her friends were gone, and she trotted alone in a desolate wasteland that was once her home. The feeble light of the moon was all that she had to see by, and the darkness was everywhere.

Something stalked her through the streets. Something hungry and patient. A creature she could not see, but could hear just out of range. As much as a presence as a physical entity. The darkness itself crept up on her and waited for her to falter so it could pounce and add her to it's list of victims.

Then she heard it. A low growl, felt as much as heard, echoed through the streets behind her. It had caught her scent, and was closing in for the kill. With a whinny of fear she broke into a gallop, no longer trying to be quiet, but now fleeing for her life. She could hear it behind her, softly padding closer, it's rank breath warm against her flanks. The fetid stink of death and ruin filled her lungs as she panted in blind panic.

Suddenly the sound stopped, for only a moment, just long enough for her mind to register, before a weight slammed onto her back and she was forced to the ground. The creature had pounced, and was now bearing her to her death. It did not bite, but instead crushed the breath from her body. Like a giant serpent, it constricted around her, slowly squeezing as she fought for breath. She gasped for air that would not come, and her eyes began to bulge. The creature wrapped around her slender neck and began to squeeze. A strangled cry was all she was able to get out as she slipped into the blackness.

Twilight Sparkle opened her eyes with a gasp. She was awake. She was in bed.

She still could not breath.

In a panic, her mind raced, trying to free herself. Something had her from behind and she was slowly being strangled. On instinct, she cast the first spell she could think of, and the world went white for a moment. Then a second later she appeared across the room, staring out of her bedroom window.

Still gasping for breath, she turned to see a rather small purple dragon curled up in the bed she had just vacated. He stretched, grabbing the nearby pillow in a deathgrip, and muttered in his sleep. "Mmmm... Rarity. Don't go..." the rest was punctuated by a rather loud snore.

Catching her breath, the events of the dream came flooding back, along with the confusion of seeing Spike in her bed. Then she remembered him waking from a bad dream, and asking to sleep in her bed. Being half asleep, she must have agreed before falling back into the arms of Morpheus herself. The lovesick dragon was having another dream of Rarity, the object of his unrequited love. She made a note to never let him crawl in with her, bad dreams or no.

Her own bad dream was troubling enough. She had stayed up late studying again, researching old myths of the nearby Everfree forest. She must have crawled off to bed before morning, and collapsed into the sleep of the overworked. She hated when that happened, especially when there was more research to do.

Now that she was awake, and her heart rate returned to normal, she fought with the urge to levitate Spike outside into a rain barrel. She opted instead for starting her day, and finding some breakfast. A quick shower, and a fight with her brush left her feeling ready to face the day, and she trotted off moodily to find some food at the local bakery. She would deal with Spike later, when she was feeling a bit less cranky.

As she approached Sugarcube Corner, she saw a small crowd had formed outside. Several ponies were milling around and chatting excitedly. Twilight was still not feeling social yet, so tried her best to slip past them and into the shop. Inside there were more ponies, mostly chatting over morning coffee. The smell made her perk up, as she took in a deep draught of the heady aroma.

Making her way to the counter she saw a familiar pink pony busy pulling shots from a big brass contraption. The espresso machine was new, and the Cake's had spent a small fortune on it, but it had nearly doubled the morning traffic. Unfortunately, the first round to be served had nearly cost them the shop when Pinkie had taste tested the potent brew. She was now banned from anything but serving, although the contact buzz alone still made her dangerously hyper.

Turning to see her unicorn friend, she bounced to the counter, sliding the foaming cup down the bar to a waiting patron like an old west bartender. "Oh, hi Twilight! You here for one of my super fantabulous, mocha-mint-jalapeno java explosions, with extra foam and sprinkles?" She gushed, in her usual Pinkie Pie manner. "Its a new flavor I invented last night when I was up all night trying to find a way to make more recipes to serve and I had just one teeny sip of espresso so I wasn't able to sleep, but actually I still cant sleep, so I just kept on working and so far everypony likes the new flavors I have come up with and..." she paused to take in a huge gasp of air.

Twilight took the moment to stop her friend, reaching across the counter to stick a hoof in her muzzle. "Pinkie! Thanks, but I just want a regular coffee and an oat bagel, please. I've got to get the old cobwebs outta my head after a night of study." She shook her head. "And didn't the Cakes say you are not allowed to have any of the espresso after the last fiasco?"

"Oh, they just said I can't drink on duty, but I wasn't on duty last night, but I don't think it wore off yet." The pink pony started to bounce in place.

Twilight just rolled her eyes. "Bagel and a coffee please, Pinkie. I'm not awake enough yet for this."

"Okie Dokie Loki!" The earth pony bounced around, tossing a cup, saucer and bagel on a tray, then expertly pouring a mug of coffee for her waiting friend.

Twilight tossed a few bits on the counter, and levitated a few sugar cubes into the cup before stirring it. Taking a sip, she sighed as the warmth slid down her throat and the fog began to lift from her brain. "So, Pinkie. What's with all the commotion outside? Business isn't usually this brisk in the morning, even with the new coffee."

Pinkie's eyes went wide in surprise as her mouth formed a perfect "O". "You haven't heard? They found somepony dead this morning! They still aren't sure who it is, and she was all pale, like all the color had been drained outta her." The pony pulled her friend closer, whispering in her ear, "They say, her cutie mark was missing too!"

"Oh Pinkie. You can't make a cutie mark disappear, any more than you can make one appear." Twilight rolled her eyes at the earth pony. "Do they know how she died though? What killed her?"

Pinkie Pie looked nervously from side to side, as if somepony were watching her. "They say, something drained all her blood! There was a bite on her neck, and there was not a drop of blood on, near, or in the body. She was sucked dry!" She started to chew on her hooves as she worried. "What can do something like that? Was it from the Everfree Forest?"

But Twilight wasn't listening anymore. Her brain was kicking into gear and she remembered the research she had been doing the night before. A particular legend about creatures that came out at night and drank blood. What was worse, the creatures spread a disease to some of their victims, turning them into creatures like them.

Her eyes now wide in horror, and her breakfast forgotten, the unicorn bolted for the door. "Gotta go Pinkie!"

Pinkie stared worriedly after her friend a moment, then stealthily made sure nopony was watching her. In one swift motion, she downed the remaining coffee and swallowed the bagel, then sighed deeply. A smile of contentment spread over her face, and then suddenly her eye spasmed. She let out a slow laugh, "Ha. Ha. Ha!" Grinning hugely, she bounced back to work, all cares forgotten in her new rush of energy.

Twilight raced home at top speed, dodging ponies along the way. Some tried to wave hello to her, but most saw her coming and just got out of the way. It was not unusual to see the unicorn or her friends on some urgent errand, and most had gotten used to the oddity in the mostly laid-back town. She didn't even notice one way or the other in her mad dash to the library.

As she burst through the door, she stopped a moment to catch her breath then yelled for her assistant. "SPIKE! Wake up now, I need you!" Without waiting for a response, she charged upstairs to find the dragon still asleep, hanging half off the bed, still gripping her pillow. With a sigh, she levitated a pitcher of water over his head, the tipped it into his face.

With a sputter, the purple dragon jumped awake. "Huh? Wha.. what happend? Twilight?" he saw the look on the unicorn's face and groaned. "Aww.. Gee Twilight, I'm sorry. I overslept again didn't I?"

She interrupted him impatiently, "Forget about it Spike, I need your help. Something bad has happened and I think I may know what the cause is." She turned to trot back down the stairs, still talking over her shoulder." Get yourself together and help me get some books so I can finish my research."

Spike groaned, muttering under his breath about good mornings and pushy bosses. He made his way down the steps, running into the kitchen to grab a gem for breakfast, before joining said boss in her work. "So what do you need me to find?"

Already deep in a book from the previous night, she rattled of a list of references without even breaking her concentration reading. She turned frantically through the pages with her magic looking for the passage she had read the night before. Finally she stopped and stared at the passage before her. Reading is three times to be sure, she nodded to herself, and called for her assistant again.

"Spike! I need you to take a letter for Princess Celestia."

The purple dragon was approaching with a stack of books in his arms, which he dropped at her feet, looking rather cross at her abrupt manner. He kept his tongue, knowing the pony usually had a good reason to act this way, and rarely was so bossy intentionally. But he still didn't have to like it.

Seeing his reluctance, Twilight stamped a hoof in frustration. "We don't have time, Spike! This is important. One pony is already dead, and if I am right, more will be soon if we don't act."

Shaken by this news, the dragon snapped out of his funk, and grabbed a scroll and ink. "D-dead? How? What happened? Who was it?"

"Later Spike, we need to get the Princess here as soon as possible. Please take a letter for me." She paused t make sure her assistant was listening, then cleared her throat.

"_Dear Princess Celestia,_

_I have grave news today, and I really need your help. Today a pony was found dead, and I believe it may be the beginning of something bigger. The victim was drained of blood, and witnesses say she had lost her color and her cutie mark. My research into Legends of the Everfree Forest have led me to believe that this may a disease that was seen long ago, and may have resurfaced again. The texts I researched mention creatures that come out at night, and drink blood, and often passing the disease on to their victims. The story is still very vague, and I would greatly appreciate your attention in this matter before the situation gets out of hand. Please respond as soon as possible, for I believe Ponyville to be in great danger._

_Your faithful student,_

_Twilight Sparkle"_

As she finished, she noticed that Spike had stopped writing and was just staring wide-eyed at her, mouth hanging open.

"Spike! Send the letter, this is important. We need to prepare before nightfall, and the Princess needs to be warned in time."

Shaking himself, he rolled the scroll, then flamed it into magical ash, which flew out of the nearby window. He turned back to the unicorn with a worried look on his face. "Holy guacamole, Twilight. We are in big trouble aren't we?"

Looking uncertain now, the unicorn fidgeted. "I don't know Spike, it seems serious. But I am sure the Princess will know exactly what to do, and then it will be all right."

A moment later the dragon felt the familiar tickle, before a large belch of green flame burst forth from his mouth, materializing into a scroll. He snatched it out of the air, and broke the seal. "That was quick. I guess she really does think it's important."

Twilight nodded knowingly, relieved that her mentor had trusted her, and responded right away. "So what does she say? How soon will she arrive?"

Spike skimmed the page, a frown on his face. "Umm, Twi? I don't think she's coming." He cleared his throat and began to read.

"_My diligent pupil, Twilight Sparkle,_

_ I have read your report on this matter, and I believe I know what the situation is. Despite your reports to the contrary, I regret to inform you that curses do indeed exist. They are a form of self-perpa... purple... uhh.." _

Spike stammered over the unfamiliar word.

Impatiently, Twilight levitated the scroll out of his hand and began to read, her face going from shock, to worry, to fear.

"_...self-perpetuating enchantment, usually with ill intent. This is a very old and forbidding form of magic, which was thought long lost. The particular curse that you describe sounds like Vampirism. The curse causes the creature to become sensitive to sunlight, extremely strong and fast, and to crave the blood of others to sustain itself. _

_However, I regret to inform you that I am dealing with a curse here of my own, and cannot spare the time to assist you just yet. A cursed diamond dog is spreading Lycanthopy, and it is taking both me and Luna to track it down and cure it._

_I am forwarding you a comprehensive guide that should aide you in your fight to eradicate the curse you described, as well as defend yourself and Ponyville from the threat. Please take care, as the book is very old and has been entrusted in my care for a very long time in my duties as a Watcher, and Princess of Equestria._

_I have the utmost confidence in your ability to deal with this menace, and trust you and your friends will overcome this obstacle in the darkest of times. Please continue to send your reports on this matter, and I will attempt to join you as soon as it is possible._

_Your loving mentor,_

_Princess Celestia"_

"We are so boned." Spike exclaimed.

Twilight snapped out of her shock at this. "Spike! I am sure that the Princess has reason to trust us in this. She must be very busy to not help, and leave us... to our doom!" Her voice ended in a wail as she lay down on the floor and covered her head with her hooves. All confidence had gone out of her with the failure of her teacher to appear and save the day.

"Cheer up Twi. If the Princess says you can handle it, I'm sure you can handle it!" The purple dragon puffed with pride. "You are the most powerful magician in Ponyville! You took on Nightmare Moon, and an Ursa Minor. What's a stinky old vampirism curse thingy gonna do against that?"

The lavender unicorn picked her head up and smiled weakly. "Yea. You're right Spike. The princess knows what she is doing, just like always."

Suddenly there was a hum in the air, and a flash of light. A bubble of magical energy appeared in the air between the two, and slowly drifted to the ground. It popped, just before touching down, and deposited a very heavy book with a loud thump.

Slowly creeping closer, Twilight noticed several things about the book. First, it was VERY old, even slightly dusty. Second, it was bound in leather, a thought that made the pony shiver. Some poor animal had been killed to cover this book. It also was clasped close with metal fasteners. Finally, in large print, embossed in the heavy leather was the title:

VAMPYR


	3. Chapter 2: Applebuck Style

Chapter 2

{Applebuck Style}

_"Into every generation a Slayer is born: one mare in all the world, a chosen one. She alone will wield the strength and skill to fight the Vampires, Demons, and the forces of darkness; to stop the spread of their evil and the swell of their numbers. She is the Slayer."_

Twilight looked up from the book, seeing Spike just staring at her, looking puzzled. "Is that book supposed to be about you?"

Looking back at the lines she had read, she shrugged. "I don't know, Spike. I am good at magic, but I don't see how anypony can think I am some sort of legendary hero. I mean, this book is full of all sorts of training, attacks, fighting styles. I have never been much of a fighter, and I don't know if I can do any of this hoof-to-hoof combat."

"But Twi, why else would Princess Celestia send you the book? She must know something you don't. You gotta be the Slayer!" Spike was pumped about this. His best friend, already the best magic pony in Ponyville, an the Element of Magic, was also a heroic Vampire Slayer!

"Really, Spike. I don't see that the book has anything to do with me." She used her magic to flip through the pages. "There are some spells and charms I can use, but all this fighting, it's just not me. I would need to find another pony to teach me how to fight like this, even if I WAS the Slayer."

"You gotta be the Slayer! You're special, you're a mare, You've already fought monsters and demons. I mean you are the Element of Magic!" Spike jumped up onto the table to peer at the book. "I mean really, if the ultimate weapon against a vampire is some old book, then who else to use it than the world's biggest bookworm?"

Glaring at the dragon crossly, she closed the book with a thump, locking the clasps. "We need to do more research! I need you to help me find every book you can find on vampires, and fighting. I especially need anything that mentions this mystical Slayer, and how to fight the vampires." She levitated her saddlebags onto her flanks, and stashed the heavy grimoire inside. "I am going to talk to Applejack. If anypony knows about kicking flank and fighting, it would be her. I hear she won first prize wrestling bulls in last year's rodeo, so she should be able to give me some pointers on bucking vampires."

Spike nodded. "Ok Twilight, you can count on me. I will find every book I can find on the subject. uhhh... Right after I eat breakfast."

The unicorn rolled her violet eyes. "Whatever Spike, just have them ready by this afternoon, I need as much information as I can get before it gets dark, in case the vampire comes back."

She finished her preparations, grabbing an old exercise gi from her closet. She hadn't worn the thing in ages, since she took that self-defense class at the academy. But she kept it around, because she had a crush on the instructor. She was too embarrasses to ever tell him, which worked out fine. He always did tend to spend a bit more attention on the colts he taught. _'Ugh, what was I thinking!'_

* * *

><p>Having everything she needed, she bolted out the door and made tracks for Sweet Apple Acres. She didn't have much time to get the help she needed if she was going to help save Ponyville, and live up to her mentor's expectations of her.<p>

As Twilight approached Apple Acres, she started looking for her friend. Stopping by the house to ask Big Mac, she was told that Applejack was out inspecting the orchards, and where she could be found. She headed into the groves in search of the earth pony, and quickly found her sitting under a rather large and old apple tree.

The orange pony looked up at the sound of her friend's approach. "Hey thar Twilight! What brings ya out ta these parts?"

The lavender pony paused a moment for breath, having ran most of the way. "I- I... Whew, sorry. I need your help Applejack. There is something really bad happening in Ponyville, and the Princess wants me to stop it." She levitated the book out to explain.

The earth pony looked curiously at the large tome. "What's that thar? Some big 'ol spell book? And what's wrong in Ponyville? Ah hain't made it inta town since yesterday."

"Well, this is a book that Princess Celestia sent me, and it tell all about a curse that I think has fallen on somepony in town. They found a body this morning, and I think whoever killed them was under this curse."

"Hold on now, Sugacube." Applejack interrupted. "Ah thought you done went an said there hain't no such thing as a curse? Remember when we all met Zecora, and that poison joke stuff? You were pretty darn dead set agins't it."

Twilight sighed. "Yes, that's what I thought as well. However, the Princess informed me that I was wrong. Curses do exist. They are just very rare, and they are a very old, forbidden magic." She opened the book to show her friend. "This curse is called Vampirism. It transforms the victim into a creature of the night, making them crave blood, and infecting those they feed upon."

The earth pony grimaced at the thought. "Well that sounds downright nasty! What kinda evil critter would do sucha thang? And what am Ah supposed ta do bout it? Fightin curses sounds more like yer thang, Shug."

The unicorn sighed, and flipped the book to the section on hoof-to-hoof combat. "Yes, spells are normally my thing. However, it says here that the slayer will need to combat the vampires to destroy them. The curse can only be lifted by defeating the head vampire." She stomped her hoof in frustration. "That means, if I am to be the Slayer, I need to learn how to fight!"

Applejack looked sideways at her friend, taking in her small frame and slight build. "Ahh... No offense Twi, but you ain't zactly the fightin type. Yer a bit runty in tha muscle departmen, ann ya cain't learn propa fightin from a book."

Twilight snapped the book shut in frustration. "I know, Applejack! But that is exactly why I need somepony to teach me. Somepony like you!" She looked pleadingly at the orange pony. "I know you are tough and strong, and I heard you won some competitions in the rodeo for wrestling and bucking. I really need somepony like that to teach me how to fight, so that I can defend Ponyville and end the curse."

Raising an eyebrow, the freckled pony gave her a very serious and appraising stare. "Do ya undastan what yer askin thar Twilight? Ah cain't teach nopony fightin overnight. Ya gotta be raised to it, an it takes yea's o' practice ta be any good at it. Ya cain't jus start scrappin an expect ta not get hurt, let alone learn how ta fight."

The unicorn was nodding at this. "I understand, Applejack. There are spells in this book that will help. Spells for fast healing, resistance to pain and injury. Even spells to make me learn faster and grow stronger." She rifled through the chapters in the book as she listed the various spells and incantations needed to make her into a stronger fighter. "The one thing the book can't do is teach me how to fight properly. You are right in that, I cannot learn fighting from a book. I need a teacher. I need you, Applejack."

The cinnamon mare sighed deeply, looking down at her hooves in defeat. "Oh, alright. You win Twilight. Iff'n you kin use them spells like ya say, mebbe Ah kin teach ya some." She raised her head and gave the unicorn a stern look. "But Ah hain't goin easy on ya! Thas not mah way. Ya buck, or git bucked, an no complainin' when ya git a lil bloody."

Twilight nodded, her jaw set in a determined pose. "I promise. I will do whatever you say to learn what I need to know."

Applejack sighed, and nuzzled her friend. "Ah know ya will, Sugacube, Ah know ya will. Ah jus don't like the idea of buckin mah friend's rump without her deservin it." She paused, looking down the hill towards the farmhouse, lost in thought for a moment. "Go cast yer spells, Twi. Meet me at tha barn inna hour, and be ready to git yer rump kicked. Once we start, it belongs ta me."

The unicorn swallowed nervously, unsure what she was getting herself into. Unable to voice a reply, she nodded and set off to the library to prepare herself for the training.

* * *

><p>An hour later, Twilight was back at the barn, shaking with nervousness, but feeling stronger than she ever had. The spells she had cast made her feel full of energy, and able to focus like she never had before. She was always a fast learner, but now anything she looked at, she seemed to <em>get it<em>. This did nothing to detract from the fact that she was about to go head to head against her friend, and it was most likely going to hurt.

"You ready Sugacube? Ah'm gonna rough ya up a bit, ta see what ya kin handle." Applejack pawed the ground. "But first, I wanna see what ya know." She grinned and beckoned with a hoof. "Come at meh sis!"

Twilight nodded, then steeled herself, pawing the ground herself. She gritted her teeth, then charges head first, horn forward, and tried to knock the orange pony down. As she was within striking range, the earth pony suddenly sidestepped, and a nudge behind her shoulders sent her careening into a nearby bale of hay.

Getting up with a groan, she shook the hay out of her mane and looked around to see her friend with a serious look on her face. She was not enjoying this, and she was not happy.

"That was mistake numba one, Shug. You took yer eyes offa me." She stomped the ground again. "Now, get up, and try again. This time don't take yer eyes off me for anything, and watch how I move."

Twilight blinked and shook her head. Was Applejack losing her accent? She seemed to be more serious than ever, and the look in her eyes made the lavender mare cringe inside. She shook herself, looking straight into the orange pony's eyes this time, and charged once again. This time as she approached, she saw the eyes flicker tot he side, a moment before the sidestep, and a hoof shot out to continue the unicorn's forward motion uncontrolled. it was only a gentle nudge, but combined with her own momentum, she was unable to react fast enough to stop and prevent being launched into another hay bale.

"What the hay Applejack? How do you move so fast?"

"I don't move fast, Twi, you did. I just step aside and help you on yer way. You provide all the energy needed to land on yer face, and I just guide you there." The cinnamon mare still hadn't even cracked a smile. Deadly intent was written across her face. This was no game to her, and she was being entirely professional in her lessons.

"Hmm..." The librarian pondered what she was learning. "So the momentum is just transferred to a new target so that instead of moving me, you merely deflect my own attacks back on myself."

"Uhh... Ain't that what I said?" The earth pony dropped her serious face to look confused a moment.

The unicorn rubbed her neck. "Yea, sorry. Just trying to rationalize it in terms I can understand, so that I can apply the lessons to my future training."

"Whatever helps ya learn better. Just so long as ya don't keep makin the same mistakes." She rolled her eyes at her booksmart friend. "So, you ready to try again?"

Breathing deep, Twilight merely nodded, and braced for another run. At a nod from Applejack, she bolted forward, eyes ahead, head down and out, ramping up speed to charge her friend. As she neared the other pony, the same dodge came into play, but this time she was ready. She stepped into Applejack's feint, ducking under the shove, and slammed her shoulder into the orange pony's legs, knocking them out from under her. She continued, past, barely feeling the impact, and skidded to a halt as she turned to face around.

The earth pony was getting up off the ground, a wicked grin on her face. There was no merriment in her eyes, however as she got to her hooves. "Good. So you can be taught, and you can hit. Now let's see if you can take one."

Applejack leaped into the air, and came down on top of Twilight, her forehoof catching her across the shoulders and driving her to the ground. Pain blossomed across her back and her breath was forced out of her as she slammed into the ground. She quickly recovered as the pain seem to flow away and the orange pony shifted her weight off of her. The pain reduction and healing spells were working as advertised.

Starting to get up, she quickly found herself immobilized as the other mare's legs were wrapped around her neck in a complex hold. She could barely breathe, and her joints cried in agony as they were forced to an unnatural angle.

"Ahh, dammit Applejack, what are you doing?

The farmer lowered her muzzle the struggling mare's ear. "This is called a submission hold. You won't be able to move until I let you. And I can hold this here move as long as I like."

"Ok, ok, I submit. I can't move and it hurts like hay." The lavender mare stopped struggling and let herself go limp.

Releasing the hold, Applejack took a step back, then boxed her friend's ears. "You wanna learn ta fight? Or just roll over and get yer flank handed to ya?"

Panting, the unicorn got to her feet. She stretched, feeling her joints pop loudly into proper alignment. "I wanna learn. I'm sorry. Just thought it would be different."

"Hmph..." The earth pony spit, then gave a stern gaze at the smaller pony. "Ok, lets try a more direct approach. I want you to hit me as hard as you can.

Twilight grimaced. "You want me to to hit you?"

"C'mon, Twi. Do me this one favor."

"Why?"

"Why? How much can you know about yourself, if you've never been in a fight? So come on and hit me before I lose my patience."

"This is crazy" The unicorn started to turn away.

The earth pony stamped the ground. "So go crazy. Let 'er rip"

"What, like in the face?"

Applejack rolled her eyes. "Surprise me."

"This is so stupid..." Twilight tried to swing her hoof as hard as she could, and the orange mare didn't even flinch. The swing goes wild and she winds up hitting her in the side of the head.

"Ow! Motherbucker!" Applejack reared back, her hoof cupping her ear. "You hit me in the EAR!"

"Oh, Celestia, I'm sorry!" Twilight tried to get a look at the injury.

"Ow, Luna! Why the ear, Shug?" The orange pony took a few steps back.

The lavender pony looked abashed. "I dunno, I guess I bucked it up."

Applejack took her hoof away from her ear, pawing at the ground with a snort. "Naw, that was perfect!" A crazed look was in her eye as she tensed for an attack.

Twilight gulped, as the earth pony charged her in turn. She tried to dodge as the other pony had done earlier, but the move was anticipated. Before the impact, the orange mare spun in mid-air, landing both rear hooves in a massive double buck in Twilight's chest. She felt the wind burst from her lungs as she was propelled backwards through a nearby wooden divider. Pain lanced through her body and her leg screamed in pain as a sickening crack heralded injuries from the impact.

"_CELESTIA FUCKING LUNA! AAHHH! THAT HURTS!"_ She screamed louder than she had ever done in her life as the pain burst past her spells trying to deaden the sensations. She rolled onto her back, her foreleg sticking at a crooked angle, and waves of pain clouding her vision as blackness tried to overtake her.

Blinking in surprise, Applejack trotted over to help. "Dear Celestia, Twi! I didn't think ya had that kinda vocabulary in ya." She winced and hissed as she saw the brutality of the injuries she had inflicted on her friend. "Oh no, Shug! I didn't mean to rough ya up so badly. Oh Celestia, what have I done?" She started to panic, as the purple pony writhed in pain before her.

Blood gushed from a head wound, staining the lavender coat crimson, and a sickening whiteness of raw bone poked from a broken foreleg that was now pointing at right angles from the rest of her haunch. Bloody foam flecked her friend's muzzle, and one eye was bright scarlet from busted vessels.

She saw a sliver of wood lodge in the unicorn's side, and quickly pulled it out. Surprisingly the wound began to close and the blood to stop almost immediately. As she watched, the other wounds were beginning to close, but the compound fracture continued to be a gristly sight.

Twilight blinked back tears that flooded her vision, and tried to concentrate. "It-it's ok. J-just help me. Help me get the bone set, and the magic..AH! The magic will d-do the rest."

The orange mare shook her head, confused. "Ya mean the spells ya cast? They can fix this? Bloody Luna, Twilight! The bone is sticking out! how can ya fix that? Ya need a doctor."

"No! There's no time. It's already started to mend. We have to set it quickly." She was barely able to concentrate enough to pull a tool off a nearby rack, so she could bite down on the wooden handle. She held her injured limb up to Applejack and pleaded with her eyes. "Daaweeeeff! Daaaweef nao!"

Swallowing hard, the blond maned mare reached forward gingerly with her hooves, and pushed down on the exposed bone. Twilight screamed in pain through the gag, and squeezed her eyes shut. Somehow the bone slid smoothly into place, as if guided, and the skin began to knit over the wound almost immediately. There was almost no blood at all, and soon all that was left was a patch of bright pink hide, vaguely resembling a scar.

The lavender mare was still panting, and spit out the bit. Her breathing slowed, but her eyes remained closed. After a few agonizing minutes, she opened them and smiled at her friend, who had nothing but worry written on her features. "Thank you, Applejack."

"Don't thank me Twi. Ah did that to ya, an Ah shoulda known betta then ya let ya talk meh inta fightin. Ya jes hain't cut out fer it." She shook her head. "That's enough. I hain't teachin yer no mores."

Fresh tears sprang into the unicorn's eyes. "You have to Applejack! If you don't teach me, then what happens when I have to fight something that really does want to hurt me?" She gingerly began to get to her hooves, putting weight on the already healed leg. It felt bruised, but otherwise took her weight. "See, I'm better already. The spells make me stronger, but I need your skills to know how to use that strength."

The orange mare flopped down at her feet, looking up with tears of her own in her eyes. "I dun wanna hurt mah friends, Twilight. Ah cain't!"

Twilight looked down at her friend, and nuzzled her. "I know you would never hurt me. And you won't hurt me. But sometimes to grow stronger, you have to take some bruises. Just please, consider it. I really need your help. I mean, who else can I get to teach me?"

The farmer grew silent, staring at the ground. After a long moment, she whispered. "Rainbow Dash."

"What was that?" The unicorn looked surprised.

"Rainbow Dash kin teach ya." She looked back into her friend's eyes. "After that race we ran, me an Dash spent some... time, together. We got to wrasslin round, and she beat me squarely. Ah neva seen a pony move her hooves so fast in mah life."

"Are you saying Rainbow Dash, _OUR_ Rainbow Dash is a fighter?" Twilight shook her mane in disbelief. "I know she's fast and all, and shes gotta be tough with all the times she crashes, but a fighter? Most pegasai would rather fly away and dodge than stay and fight."

Applejack got to her hooves. "Not this filly. She may goof off, but she has some serious moves on her. Ah may be able ta teach you to be tough, strong an defend yerself, but that mare will teach ya to be _FAST_."

Making a decision, the orange pony nodded. "That's what you should do. You bring yerself back here tomarra, and Ah will give ya some strength trainin. In the meantime, you need ta go talk ta Dash about fightin."

The unicorn threw her hooves around the earth pony in a hug. "Thanks Applejack. I won't let you down." She pulled back and looked at her friend strangely. "I gotta ask though. When we were training, what happened to your accent?"

"What ack-sent? Ah hain't got no ack-sent!"


	4. Chapter 3: Silverhoof Style

Twilight limped through town on her way home. She needed to renew the spells, and possibly get some food before seeking out any more training. The shock from the injuries was starting to wear off, but the withdrawals from the adrenaline rush had left her feeling weak and exhausted. How was she supposed to save Ponyville from some evil monster if she couldn't even survive a training session with one of her friends?

She stopped briefly at a cafe to pick up a sandwich, and continued home. Eating as she walked, she began to feel some of her strength return. The food in her belly replaced the hard knot that had lodged since the sparring session, and her step lightened. She realized that the magic must tap into her own power, sapping her natural magic ability to fuel the spells of healing and strength. Closer care would have to be taken to keep herself fed and rested, or she would wear out at a bad time, like during a fight.

Upon returning home, she called for Spike, but received no answer. Checking the kitchen and the bedroom turned up nothing, but a pile of books had formed on her favorite study desk. Glancing through them, she saw many volumes of fiction - some even young foals stories - and a few reference books. She sighed as she sorted through the pile, placing the more promising texts in a separate pile from the stories and old mare's tales.

The usable book pile was depressingly small, and she sighed again at the sight. Setting them aside, she made her way to the kitchen. She was feeling hungry again and wanted to get a bit more food into her system before casting the spells again. A quick survey of the available meal options reminded her why she usually let Spike do the cooking.

"Ugh... alfalfa sprouts and ramen. Just like the academy all over again." She quickly brought some water to a boil, and began making the old college staple. Such simple fare had gotten her though many study sessions, with minimal preparation or flavor, but quieting the growling beast within her gut. At least it was something she could cook without burning it. Well, except that one time...

Soon after, full on processed noodles and questionable flavoring substances, she was ready to address her next priority. She brought out the required reagents for casting the strength spells. Strangely they shared a lot with the tools recommended for fighting the undead. Garlic, silver, small wooden stakes, and candles made from a special resin. Fortunately they were pretty common, used in many other long-term spells. The candles in particular were annoying to keep around, since the resin was found in the Everfree forest, but being in Ponyville had one advantage; the forest was right on her doorstep.

Reciting the spells, and focusing her magic through her horn she was quickly able to finish the rituals, and felt renewed strength and clarity flow through her. Her thoughts flowed freely again and her body felt renewed. The pain in her leg was completely gone, and she felt ready to take on the world!

Leaving the rest of the materials for Spike to clean up later she was about to leave when the door to the library burst open. A familiar purple form made his entrance and she cheerfully greeted her number one assistant.

"Spike! I am so glad you are back. I need to go find Rainbow Dash next to help in my training, and I would appreciate it if you could straighten up while I am gone."

"Wait, don't go yet Twilight! I found a book that may be able to help you." The purple dragon waved a book over his head, and excitedly rushed to bring it to her. "I ran outta books here, so I thought I would... uhhh, go talk to Rarity, n' stuff. I know she reads alotta books."

Twilight rolled her eyes, very much doubting Spike only went on the altruistic motives of seeking knowledge from her other unicorn friend. She also knew the kind of books that Rarity tended to read, and had a very dim view of their worth as reference materiel.

"Spike, I don't know that Rarity would have what I need." She looked at the book, whose cover had a pair of hooves holding an apple. "What is that?"

"Well that's the thing!" Spike was almost jumping, feeling proud at his stroke of genius. "This book is all about vampires. And check this out, IT HAS YOUR NAME!" He thrust the book at the unicorns face to read.

Gazing puzzled at the tome, she saw the name of the book was indeed 'Twilight.' "Um, Spike, that's not a reference book."

The young dragon shrugged. "I dunno, but it has to be of some use, I mean it's called Twilight! I read some of it, and its about vampires that sparkle. How cool is that? Twilight Sparkle Vampires!"

The unicorn closed her eyes and rubbed the bridge of her muzzle with a hoof. She was getting a headache and resisting the urge to bring forth the wrath of ramen, losing the lunch she had worked so hard on. "Spike, I've heard of that book. It's not about real vampires. It's just a made-up story for love-sick fillies to read."

"What? It's so real! Rarity showed me, she has the entire collection. I read the first two books myself, and they were kinda cool" Her assistant puffed out his chest, now holding the book protectively. "Rarity will be here soon, and she's bringing the rest of the books."

"Thank you Spike, but that's just not the kind of book I need to learn about Vampires." She sighed wearily. She remembered the books all too well, making their rounds at the academy. All the young fillies, and a few colts had become obsessed with them, and had even formed a little fan club. Princess Celestia had thought it funny, and even encouraged the club, much to Twilight's dismay. But few had stayed past graduation, once they grew up and realized what horrid drivel the stories were, and that nothing in them would help them pass their exams.

Spike, however, looked hurt. "You're prolly a Jacob fan anyway," he said, turning away and cradling the book.

Twilight rolled her eyes again and headed for the door. "I gotta go Spike. I need to find Rainbow Dash. Hopefully she can teach me some more about fighting."

As she trotted toward the door, there was a knock, and then a white unicorn entered, fashionable saddle bags full of books. "Twilight, darling! Why didn't you tell me you wanted to know more on vampires! I have every story ever written... ACK!"

She came to a halt, eyes wide in horror at what she saw. Twilight was still covered in dried blood, dirt and hay was all through her mane, and a black eye was still fading. The lavender unicorn had been so preoccupied with her training and research she hadn't bothered to pay attention at her appearance. At least now she understood the looks she had gotten at the Deli.

"My dear Twilight! What in Celestia's name happened to you? Your coat, your mane... you look as if a house fell on you!" Rarity looked in both directions suspiciously. "There aren't any little fillies with pet dogs calling you a witch, are there?"

Twilight looked down at herself, finally realizing what a shocking state she was in. Spike hadn't even said a thing, so eager to tell about the book. "Oh.. ahh. Yea, about that. I have been training how to fight. Applejack gave me some lessons, and uhh. We kinda had a little accident. I assure you, it looks much worse than it is."

Rarity stomped her petite hoof, and removed her saddlebags. "Looks are every bit as important as injuries my dear. I simply cannot let you leave without helping you look presentable."

Realizing what was coming, Twilight protested, and tried to inch her way toward the door. "No, really. I appreciate the gesture Rarity, but I really need to go. I don't have a lot of time and I need to find Rainbow Dash."

Rarity used her magic to slam the front door closed and bar it. "Nonsense! What kind of friend would I be if I let you go out like that? It's simply a disaster!" She started to push Twilight toward the steps to her room. "Spike, run a bath for her, and then find me some towels and a makeup kit. I need to brush this filth from her mane before I can clean her up properly."

"But Raarityyy! I don't have time!" The purple unicorn whined.

"Don't you dare whine at me, young lady." The pale unicorn narrowed her eyes and glared at the other mare. "I am the _QUEEN_ of whining, and you do _NOT_ want to mess with the master!"

Realizing that she would not win this argument, Twilight deflated and let herself be led to her room. "Okay Rarity, but we need to be as quick as we can. I have more training to do."

"One cannot rush perfection, my dear. However, I will do my best to get you presentable as swiftly as I can."

An hour later, both unicorns emerged from the bathroom. Twilight once again looked her normal self, save a rather lovely glow to her coat and mane. Everything had been brushed smooth, and she even had a nice shine to her hooves and horn.

Spiked gaped at the sight of the two mares emerging and just stared. "Wow Twilight, you look almost as beautiful as Rarity!"

Bouncing her hair with a hoof, the white mare smiled and raised her chin at the near-compliment. "Why thank you Spike. I know that nopony can look quite as beautiful as moi, but that does not stop me from trying to get them as close as possible."

Twilight just rolled her eyes. "Thanks Rarity, I really appreciate everything you've done for me. And I guess I did look pretty bad."

"Think nothing of it my dear. It is my duty as a friend and as a lady of fashion to see that my friends look their best!" She smiled with half lidded eyes. "After all, my friends reflect on me, just as I reflect on them."

The lavender mare coughed nervously. "Yeah... anyways, I do have another favor to ask. What you were doing earlier, moving the brush, scissors, and all the makeup at once. That was pretty amazing how many things you could control at the same time! Maybe later you could help me practice some of that? It would definitely come in handy if I had to go against more than one opponent at once."

Rarity looked thoughtful a moment. "Yes yes. After all, while you _DO _have the strongest magic out of any unicorn I know, you have always lacked the finesse for the more... delicate tasks. I would be happy to help you practice your skills, and I could always use a hoof around the shop." She grimaced. "That is, a hoof that isn't running and screaming like a cat set on fire with her two friends."

"Thanks, Rarity. I appreciate it. But I really have to go now, it's getting late and I still need to find Rainbow Dash. I'll stop by tomorrow and see you."

"Ta-ta then, my dear! And give Dashie my best." She started to wave, then remembered her original mission. "Oh wait, the books! I brought the entire Twilight series with me, as well as many others. The author Anise Ricepatty is an especially adept writer about vampires."

Twilight sighed and shook her head. "Thanks Rarity, but those kind of books are just silly filly tales, and I need hard facts! That Twilight book has nothing to do with me." She waved farewell and trotted out the door into the afternoon light.

Turning to Spike, Rarity sniffed. "Hmph, silly filly indeed! She's probably a Jacob fan."

"Right! That's exactly what I said!" Spike threw his arms wide in exasperation.

* * *

><p>Twilight made her way across town, stopping to ask if anypony had seen Rainbow Dash. A few had seen the rainbow streak headed in the direction of Sweet Apple Acres, and she headed that way to search. Approaching the orchard, it wasn't hard to spot the brilliant chunk of rainbow hanging off the branch of a tree. She trotted up and yelled to her friend. "Rainbow Dash! I need your help. Hello! Dash?"<p>

No response was forthcoming, other than a soft snore, as the young mare continued to doze. Twilight considered using magic to poke the sleeping pegasus, but then decided on a more direct approach. Seeing the multicolored tail hanging off the lower branch, she bit down and gave a sharp tug. It was super effective.

The cyan pony bolted awake, and nearly fell out of the tree. "Ahh! Applejack! I told you don't do that, unless we... um. You aren't Applejack." She blinked down at the irate unicorn glaring at her from the ground.

Twilight sighed and her frown softened. "No, I'm not Applejack. But I need your help Dash, and she said you could help me."

Rainbow Dash blushed red and began to sputter, rubbing the back of her neck nervously. "Wha... um, wh-what kinda, ahh, help would she send you t-to me for, Twilight?"

The lavender mare rolled her eyes. "She sent me to you to learn how to fight. There is some trouble brewing and I need to be prepared for it."

Looking confused, Dash replied, "Wha? Oh. OH! That's what you need. Um, yea, sure, Twilight. What do you need to fight for?"

"Gee Dash," Twilight said flatly, cocking an eyebrow and giving her friend a stern look. "What did you _THINK_ I needed help with?"

"Oh, ahh, nothing. I, ah... thought mebbe you wanted to know about flying, or something. Yeah... flying."

Sighing again, Twilight rolled her eyes and brought the book out. "Whatever. I need help we have a problem, and -_OOF!_"

She was cut off as a rainbow blur slammed into her and pinned her to the ground. The rose colored eyes of her friend were glaring at her with a fire she had never seen before, and she could swear that her multicolored main was flowing on it's own in an unseen breeze. Static was building up as well, as if a thunderstorm was about to break. Through gritted teeth, Rainbow Dash growled at her. **"Where. Did. You. Get. That. BOOK?"**

Twilight was stunned by her friend's strange behavior and only managed to gape in shock.

"_TELL ME!_ Where did you get it? Do you even know what it is? What it _MEANS_?" The pegasus has clearly lost her mind, and was in a rage over the book.

"I-I... I don't. Princess Celestia sent it to me!" the unicorn managed to blurt out, terrified by her friend's uncharacteristic behavior. "I think it means I'm supposed to fight vampires!"

The sky-blue mare leaped back, hovering off the ground a few feet, still in a rage. "You? _YOU?_ What the hell do _you_ know? Why the hell would _YOU_ get the book?"

She spun around, her hind hoof giving the lightest of taps to the tree behind her. Yet despite the apparent gentleness of the contact, the tree split down the middle with a massive crack, and apples rained down around them.

Shaking her head, she visibly tried to calm herself. Tears began to make traces down her face, as she silently stared at her frightened friend. "How could you, Twilight? I thought you were my friend. How could you take this from me?"

Baffled by her friend's wild mood swings, Twilight slowly got to her hooves. "I don't understand Dash. I _AM_ your friend. What did I take from you? Tell me, I want to help, but I am confused."

All fire seemed to go out of the pegasus as she dropped to the ground and held her head in her hooves. "No. No, you wouldn't know would you. Nopony is supposed to know. Even the Princess doesn't know everything, although if anypony should, it's her."

She looked up with ruby eyes even redder from her rage and crying. All anger was gone, and only despair and betrayal was in it's place. "All my life. Since I was a foal, I have trained. It was to be my purpose, my destiny. I was to be a Slayer, the next in a long line of Slayers in my family."

Moving forward to comfort her friend, the unicorn was still confused. "I thought the Wonderbolts were your dream. Isn't that what you train for every day?"

Wiping away the tears with a hoof, Dash sniffled and shook her head. "No. The Wonderbolts were _MY_ dream. They are what I want to do with my life. To become a Slayer is my family's dream. It is my destiny, and they trained me from birth to fulfil that destiny." She turned to spit, then stood up, her confidence returning, but still with a bitter note to her voice. "All my life I was trained, groomed, and prepared for one thing. My dreams meant nothing. That is why I left my family, and came to Ponyville. Yet still they watch me, and still I am driven to train." She slowly turned back to her friend, a bitter smile on her muzzle. "And now, here you are with the book, training to take my place. I should be happy now. I can pursue my own dreams, instead of those of my family. But I know that they will just blame me instead."

Twilight just stared, not sure what to say to that. There was so much she didn't know about her friend's past. So much she never thought to even ask. And now all the secrets were laid bare before her, and she still needed help.

"S-so... will you train me?" She sank low, afraid of the next outburst from her volatile friend.

Suddenly smiling, Rainbow Dash seemed to return to her normal self, and shrug off the despondent attitude. "What the hay, why not? All my years of training and hardship needs to be good for something. If I can't be the slayer, then at least I can train one." She suddenly looked sternly at her unicorn friend. "I warn you though, Twilight, I will teach you the way I was taught, and I will not go easy on you because you are my egghead friend."

Perking up, the lavender mare stood and nodded vigorously. "Yes, I know. Applejack was training me some earlier, and she bucked me pretty bad. I-I think I can handle it. Thank you Rainbow Dash, I wont let you down."

Rainbow Dash nodded, still looking stern and serious. "Hmph. Very well, lets begin with respect. When we are training, you will only address me as Sensei, or Master. I will tolerate no backtalk, and you will talk only when I ask you a question. Is that clear?"

She nodded. "Of course, Rainb... um, I mean, yes, Sensei."

Dash cocked an eyebrow at her friend's slip up, but let it pass.

"Ok. The fist rule of Silverhoof Style: You do not talk about Silverhoof Style. The second rule of Silverhoof style is, _YOU DO __NOT__ TALK ABOUT SILVERHOOF STYLE!_" She stopped and glared at her new student. "Is that clear?"

"Silverhoof? Isn't that the family of _-MMRPH!" _Twilight was suddenly silenced by a blue hoof jammed forcibly into her muzzle. The crazed look was back in her friend's eye, and there was no mistaking that her mane was crackling with unseen energy, as if blown by a breeze.

"Whatever you are about to say, whatever you are thinking, whatever is going on in that pretty purple head of yours, you will forget it right now." The blue flier was staring daggers at her friend, and if possible, looked even more frightening than before. "If so much as a single word passes your lovely lavender lips about what I am going to teach you, or what you _THINK_ you may know about me, I will hurt you. I will hurt you in ways that even the princess hasn't thought of. _Are. We. Clear?"_

Twilight merely nodded, the hoof in her muzzle making it rather hard to talk.

"Good." Dash backed off, dropping her display of rage. "If anypony were to tell my family that I am teaching you our secrets, then my life is forfeit. There is no mercy for anypony that betrays our family and it's traditions." She sighed and turned away. "I don't mean to be so hard on you Twi. It's the way I was taught, and the only way I know." She turned back to her friend, a worried look on her normally carefree face. "You gotta understand, I am taking a big risk teaching an outsider. My family is proud. My leaving school to set out on my own already created a rift, and they all but disowned me. But if they found out I helped you, they would kill me, family or not."

The lavender mare swallowed loudly. "Wow, Dash. I never knew."

"And nopony must ever know. That's how it has always been, and that is how it stays. Got it?"

Twilight nodded again, and bowed. "Yes, Sensei."

Rainbow Dash smiled, and nodded to her new pupil. "Very good. We can begin now. First, we will start with exorcises to warm up..."

* * *

><p>An hour later, Twilight was sweating profusely with the workout she had been put through. Every little move was criticized by her new teacher, first with stern words, then the occasional wing slap. Not many ponies realized how much a pegasus wing could hurt. Twilight knew firsthoof now, and found it a great motivation to not make mistakes. She paused for a moment, given to her to catch her breath as her sensei kept a solemn face. This was totally unlike the normal carefree, pompous, slacker Dash she knew. Rainbow Dash was serious. She had never seen her serious about anything but winning a race.<p>

Now the Dash that she didn't know, the secret Rainbow Dash from a time before Ponyville, was about to teach her to fight. She was scared.

"Right. Now I want to see what you can do." Dash stood still, wings folded, and apparently at ease. "Try to hit me."

Getting up and shaking off some of the weariness that had settled on her, the purple unicorn braced herself to attack. She spun around and tried to deliver a swift buck to her friend's midsection, but stumbled as her hooves failed to connect with anything. Looking back she saw her the pegasus still staring at her, face a mask of calm.

"Again. And this time, don't take your eyes off me."

Twilight decided for a frontal attack, rearing up and leaping forward to hit with her forehooves. Her target seemed to blur and she hit nothing, falling forward to land on her face.

"That's pathetic." The cyan mare snorted in frustration. "You can't hit anything like that, and I don't think you are even trying." She nudge the prone form before her. "Get up. I'm not going to move this time, and I want to see how hard you can hit."

Grunting, the unicorn got to her feed, still not talking. She braced herself and leaped at her friend. Just as her hooves were about to make contact, there was another blur, and she felt her body being propelled through the air violently. A sickening thud made the world blink out for a moment as her head impacted a nearby tree, but she immediately came back too as her body hit the ground.

Getting up, she felt bruises, but nothing was broken that she could tell. Shaking off the dizziness she rounded on her friend, anger rising in her. "You said you weren't going to move! What the hay did you do that for?"

"I lied." Still impassive, the flier kept staring. "An enemy will not tell you what he is going to do, at least not willingly. Trust what you see and feel, not what you are told."

Finally losing the her temper, Twilight gritted her teeth. She felt her magic rising as she started to weave a spell around her body, using it to both move faster and protect herself. With a scream she launched towards her target, and actually managed to see the smirk appear on Rainbow Dash's face, before she made contact and landed a blow. Blow after blow was blocked and parried, as her friend dodged and weaved. The fury flowed through her and fueled her to swing harder and faster, while the spell guided her hooves to more accurate swings.

Finally the pegasus stopped smiling. "Enough."

But the enraged mare wasn't done. She screamed louder and tried harder to land a blow against her target. Suddenly the world went white, the air in her lungs being forced out of her by a hoof in her gut. She tasted blood in her mouth and her anger instantly cooled. Coolly and methodically, she felt herself being bent and twisted as her Sensei meted out punishment. Her breath gone, her foreleg was twisted until a sickening pop was heard. Pain blossomed as her shoulder dislocated. Wings snapped forward, smashing into her head and rendering her senseless. Just as quickly, a series of vicious jabs brought her back as she felt ribs crack. Finally, Twilight blacked out.

An unknown time later, she sputtered awake as rain poured onto her face. It was night out, and a small raincloud was dumping on her, as she saw it being stomped from above. Her tormentor hopped down, now looking like her old self, a sheepish smile on her face as she kicked the ground.

"Um, sorry Twi, I guess I overdid it a bit." Dash looked away, embarrassed. "I got all into the Sensei thing, and when you attacked, I kinda went back to what happened when I tried that on my teacher. He nearly ripped my wings off, and it took me a week to walk again."

Feeling bruised, but otherwise uninjured. She rotated her shoulder, now back in place, and thanked Celestia for the healing magic she had cast earlier. "Yea, I kinda lost my head there for a moment myself, Dash. I just was so angry when you said you lied to me, and I lost control."

"Yea, you did go a little crazy there, but you had some very good moves. With your magic, you were almost able to hit me." She shook her multi-colored mane. "That's a start. You need to learn control, and then those moves will become deadly. Go home, rest up. Tomorrow afternoon meet back here and we will train some more."

"Thank you, Rainb... err, Sensei." She blushed and smiled at her friend's praise.

Dash smiled and shrugged. "Eh, training is over for the day, you can drop the Sensei stuff. I'm just your old friend Rainbow Dash again, Best Flier in Equestria!" Twilight rushed forward and hugged her friend, who winced. They looked at each other sheepishly. "Eh-heh. You did manage to get a hit or two in, but I'll be fine. Now go rest, and I'll see you tomorrow."

Grinning proudly, the young Slayer trotted home for a good night's rest. She was so exhausted that she failed to see several sets of eyes following her through town. Glowing red eyes, from the rooftops of Ponyville...


	5. Chapter 4: The New Herd

The Great and Horrible Trixie looked down on her nemesis, as she walked blithely through Ponyville toward her home. A smile played on her muzzle as she envisioned the things she wanted to do to the clever purple filly. The screams would be exquisite. The pain, the blood, the look of utter defeat as her victim saw the last of her friends turned against her, and knew it was her greatest adversary that had brought about her fall. Yes, Trixie would savor every moment of Twilight's pain, before taking her life, and giving her the gift. She would then have her greatest enemy as her own personal servant for the rest of time.

But not yet. The Great and Horrible Trixie was a smart pony, and learned from past mistakes. She had underestimated this small, backwater town, and it's _adorkable,_ lavender librarian once before. She would not be fooled again, and she would get her revenge in her own sweet time. Twilight Sparkle may be a powerful mage, but Trixie now had limitless power at her command, and could control the minds of countless minions.

Turning to her side, she frowned at her first attempts. She had foalishly fed too heavily, still in the grip of her first blood frenzy, and not understanding the consequences of drinking too deeply of any one victim. Draining them too far damaged their minds, and left them as shallow mockeries of the ponies they once were. They were ghouls, with a need to feed, but no intelligence or control, save to follow the orders of their queen. They had a tendency to tear their victims apart and feed indiscriminately, rather than just drain the blood. The vermin had their uses, but were the lowest of her creations so far. Her scowl deepened as the two started to fidget and fight with each other, making swipes and hissing like feral animals. She would need to keep a closer leash on them in the future.

In her distraction, the quarry had slipped away. She turned back to find the unicorn out of sight. No matter. She was not yet prepared to attack the mare, and could always find her again. She needed to collect her army, increase her power, and ultimately, strip away everything that gave her enemy strength. She would take Twilight's friends, and make them her own, before using them against her, and them destroying her utterly. But for now, she grew hungry, and feeding time was at hand.

"Come, my minions. Your Queen grows hungry, and we shall feast this night." She motioned to the snarling pair, who immediately stopped and focused their attention on her.

Their wide grins showed the bared fangs they possessed, looking more like dragon maws than anything that would grace the muzzle of a pony. Sharp and pointed teeth made short work of ripping apart any prey they came across, but made for messy feeding without the proper control that Trixie possessed. Usually. For now, the jackal-like predators had eyes only for their queen, and they snickered happily in anticipation of the nightly feeding.

Ignoring the stares, Trixie lept from the rooftop, landing on the next building as lightly as any pegasus. Not needing to fly, when she could easily leap over any building in the town, she traveled soundlessly and fast. Quickly she tracked down her next unsuspecting victim, she paid no heed of her escort, moving just as silently behind her. She spotted a light green unicorn, slumped in an uncomfortable position on a nearby bench, alone under a street lamp, and looking rather bored. Gently gliding down in the shadows surrounding the bench, the Queen smiled warmly, and put on her most bedeviling air. She motioned for the two ghouls to stay out of sight, and slowly sauntered up to the unicorn mare.

"So, what are you doing alone on such a beautiful night, my dear?" The Great and Horrible Trixie practically purred as she stepped into the light.

The green mare jumped, looking around. "Bonbon?" Spotting the strangely dressed pony, she relaxed. "Oh, you aren't Bonbon. I'm sorry, I am just waiting for a friend. She was supposed to meet me, and she's late, as usual." Looking down at her lap, she crossed her forehooves over her chest and sighed.

"That is so sad, being left to wait alone, at night. Such a beautiful mare as yourself should not be kept waiting, especially not a Unicorn!" The vampire queen slid smoothly onto the seat next to the other mare, still smiling warmly. "Us unicorns are a gifted lot, and we deserve to be given the respect we deserve. You should not have to wait for anypony; rather they should be waiting on you, and basking in your power and beauty."

Startled, the green unicorn turned to stare at her new guest. "What? Y-you think I'm beautiful? I mean, Bonbon always talks about how beautiful my music is, but she never calls me beautiful anymore..."

Taking up the other mare's hoof, Trixie purred softly. "All unicorns share a beauty, unequaled by any other ponies. You have an artist's gift as well, and deserve to be worshipped for your power and grace. Come, follow me, and I shall show you how a unicorn deserves to be treated. And then you can share with me your musical gift." She tugged, and beckoned the other mare to follow her into the shadows of the nearby ally. Mesmerized, Lyra followed her wordlessly into the darkened path. Her eyes were glassed over, as her mind was enraptured by the power of the vampire queen. Her will was no longer her own, and she gave herself willing to the power.

As she passed into the shadows, another pony approached. Cream colored, with a two-tone mane, the earth pony managed to see her paramour slip into the shadows as she approached. The streets were deserted, and she quickly ran after her disappearing lover.

"Lyra! Lyra, wait! I'm sorry I'm late... where are you going?" She put on a burst of speed, as the mint green unicorn vanished into the shadows and behind a building. Rounding the corner, she skidded to a halt at the sight before her. Draped over her fillyfriend's body was a figure in a bizarre pointed hat and cloak, which flowed with arcane symbols that seemed to glow in the gloom. The pony holding her friend was a pale blue, with a silvery mane that seemed to shimmer in the wan moonlight. She gasped in outrage, as she realized her beloved was in the embrace of another pony, but her outrage quickly turned to horror as the unknown pony looked up from the embrace.

Far from nuzzling, the other pony had been feeding on the pale unicorn. A wet darkness covered her muzzle, and ran down her victim's neck, and the eyes glowed a fierce red that pierced the gloom. The eyes flared briefly, and then she returned to her feeding. Bonbon tried to back away, but the signal had been given, and the two ghouls silently coalesced from the shadows behind her. Still grinning, they began to giggle like hyenas as their victim turned to flee.

"No! Who are you? What do you want?" The panicked mare tried to negotiate her freedom, panic paralyzing her body.

From behind her came the answer, smooth as always, and sounding just a little too toothy to be coming from the mouth of a pony. "Just a few moments of your time. About the same duration as the rest of your life."

As she turned to face the voice, she tried to scream. Before the sound managed to leave her throat, a set of fangs sank into it, silencing her. She was dragged down by the pair of ghouls, and one tore into her flank, as the other clamped her throat. She tried to kick out, but the strength and life ebbed away as her air and blood were cut off by the vice-like grip on her jugular and windpipe. As she fell to the ground, she saw her lover's limp form in the hooves of the vampire queen, still breathing, but paler than she had ever been. The last thing the earth pony saw was the cutie mark fade from Lyra's flank, just before a second set of jaws closed on the base of her skull, and a blinding pain ended her world forever.

* * *

><p>Looking down at the remains of her pet's feeding, The Great and Horrible Trixie shook her head. Her army would not grow very fast if they were torn apart before she could resurrect them with the gift. Sighing, she looked down at the pale form at her hooves. The unicorn mare had been fed on just enough to sate her own thirst, and was now slowly dying from The Change. As her body weakened, she shook violently, and her breathing came in gasps. The blood had stopped flowing from the small wound on her neck, and her cutie mart had vanished along with all color from her mane and tail. She now was a uniform grey, with a darker grey mane, and her eyes rolling in her sockets showed flashes of the red that began to infect them.<p>

Suddenly the thrashing stopped, along with her breathing. The queen's own breath was held as she anticipated her latest creation's birth. Like an expectant parent, she looked over her new child, and tried to block out the tearing and chewing of the nearby feeding.

Finally, with a gasp, the newest addition to her army awoke, her eyes shot open and the telltale reddish glow flowed forth. The new unicorn vampire looked up at her mistress, and smiled happily. Getting quickly to her hooves, she stepped forward to nuzzle her queen, and even placed a kiss upon her bloody muzzle. With a lick, she tasted the lifeblood, her own, and smiled.

The hunger of her first feeding was upon her already, and she turned to see the carcass of her former mate being picked over by the ghouls. With a hiss like a giant cat, she leapt onto the body, and scattered the two vermin. Baring her newly formed fangs at the two lesser undead, she enjoyed their submissive reaction as they backed away to let her have the kill. With a smile, she lowered her head to lap at the still flowing blood from the neck wound. She began to drink thirstily as the last remaining drops flowed out, before lifting her muzzle to lick it clean.

Looking down on her newest minion, The Great and Horrible Trixie smiled. "So, my dear, how do you feel now that you have been given your rightful place at my side?"

In response, the newly undead smiled hugely, showing all of her newly grown fangs. "I feel more alive than I have ever felt, my Queen. And I thank you for the new life you have given me."

Pleased that the new vampire still had her mind intact, yet was still as loyal as her other two failures, the queen threw back her head and laughed. The sound caused ponies that heard it to quickly hurry home, and others to lock their doors and windows.

The new herd of the night was growing, and soon they would spread to all of Equestria. But not before The Great and Horrible Trixie had her revenge. All things would come in time, and she had all the time in the world.


	6. Chapter 5: Twilight in Wonderland

Twilight made her way through Ponyville, keeping her eyes to the sky for multicolored signs of her teacher. She had spent the morning with Applejack in defense and strength training, and had a few rapidly healing bruises to show for it. Now was time for another fighting lesson, but her teacher was playing hide and seek with her. She trotted all the way to the spot where the opulent cloud house floated near town, and yelled up to her friend. After several attempts to launch rocks up at the cloud, and alot of yelling, she decided to move on. Perhaps Fluttershy could help her find the errant pegasus?

Arriving on the outskirts of Ponyville, she came upon the yellow mare tending her chickens in the yard. Always careful to not startle the skittish pony, she made sure she was in view as she approached.

"Hello Fluttershy!"

The pink maned mare turn and began to hide behind her hair, but then brightened into a smile as she saw her friend approaching. "Oh, hi Twilight. Um.. what brings you here. Uhh.. do you need some more herbs for your experiments? I think I have some more. ...if that's what you want."

The lavender unicorn smiled warmly. "No thanks, Fluttershy. I still have plenty from last time. I was looking for Rainbow Dash, and was hoping you could help me find her."

"Oh. yea. I saw her earlier. She was helping me water my garden with a raincloud." Fluttershy kicked the dirt in front of her idly. "She... ah. Said she was going to take a nap at the apple orchard. I told her that Applejack would get upset, but she said Applejack wouldn't mind."

Recalling her earlier conversation with the colorful mare, Twilight was fairly sure she knew why that would be the case, but she kept these thoughts to herself. She instead levitated the book out and showed it to her pegasus friend. "This is why I need to find her. I am trying to train to fight, because I believe that a very dangerous creature is attacking Ponyville. This book tells me tricks and information on fighting them, but I need a teacher for the advanced stuff."

As she talked she flipped through the pages, and the yellow mare was scanning the contents. "Oh. Sounds dangerous. I wouldn't want to fight anything like that. Rainbow Dash is braver than me though, and she could teach you to fight."

Her eyes went wide when she saw a chapter in the book. "Wait, go back. I saw something."

Twilight flipped back until her friend placed a hoof on a page. "There! Oh no. No no no..." She shook her head and backed away, hiding her face behind her mane. "That's no good Twilight. It says here they have the ability to mesmerize ponies with their eyes. Oh Celestia, they have THE STARE!"

The unicorn mare spun the book around to face her, and read the passage. The information contained told of the powers that some vampires had to control the minds of their victims. It sounded similar to her friend's gift, although it seemed it could be used to more than paralyze. Persuasion and manipulation were also effects of the vampyric gift. "Oh, Fluttershy, how in Equestria am I supposed to fight against that?" Fluttershy just stared at the ground, all will drained out of her. She was withdrawing behind her mane, and looked ready to cry. Twilight put the book away and rushed to give her friend a hug. "Oh I'm so sorry Fluttershy. I didn't mean to scare you like that. I know I will find a way to fight them, even if they have The Stare."

"No, you wont." Fluttershy whispered.

"What's that?"

The sky mare looked up and straight into the unicorn's eyes. The look was not one of fear, but of determination. "You cannot just _fight_ them if they have The Stare. But... I can teach you how to resist it, if you'd like..."

"Really? You never told any of us that there was a way to fight The Stare." Twilight was looking skeptically at her friend, as if she wasn't sure she was talking to the real Fluttershy.

"Well... umm, you see, I don't really control it. And when it sometimes happens at a bad time, I felt so ashamed. So I kinda... looked for a way to control it." Returning to her normal soft-spoken self, she started to look at the ground again. "I never did find a way. But I did find alot of books and stories on training your mind and meditating. If you practice, then your mind becomes stronger and can resist the will of others."

"Wow, Fluttershy. I never knew you were into that sort of thing. I would be honored of you could train me."

Fluttershy nodded. "I will, but not today. I need to gather some things first... come back tomorrow and I will help you."

With a nod, Twilight hugged her friend and continued on to Sweet Apple Acres. It seemed she was amassing as many teachers as she had friends. She wondered what Pinkie Pie would have to teach her. Then she giggled at the idea. Pinkie Pie, a fighter?

* * *

><p>After finding her Sensei and training for several hours, night began to fall and Twilight returned home. She was exhausted, and slept soundly after her daily workout. The following morning she again trained with Applejack, bucking trees, grappling, and even trying her hoof at some rope tricks, which she failed miserably at. Afterwards, she headed over to Fluttershy's cottage and knocked on the door. At a soft welcome from within, she entered to find a rather strange scene.<p>

The center of the main room had been cleared, with all of its furniture pushed toward the walls. The omnipresent animals were missing, either in their homes or out of the house. The center of the room contained a meditation mat, looking similar to something she had seen in the Lotus Sisters' spa, and around it were candles and lightly smoking incense sticks. The candles lent a warm glow to the room, and highlighted a series of pillows arranged in the center of the mat.

Movement caught her eye, and she saw her pegasus friend enter the room carrying a pouch in her mouth, and Angel on her back. Both were strangely dressed, in a sort of robe-like kimono outfit, and Angel had a medical filter mask covering his muzzle. He resembled some sort of mad surgeon, and Fluttershy his demented nurse assistant.

"Hello Twilight." The yellow mare greeted her friend warmly, motioning her to the pillows. "Please, have a seat and get comfortable. You will need to be relaxed for the lessons I am going to teach you." She settled down opposite the pile, and Angel hopped down, assuming a lotus position and closing his eyes in meditation. Fluttershy smiled as her friend sat opposite her and relaxed on the cushions.

Twilight looked around the room, and inhaled deeply. The incense and the mood lighting had a soothing effect on her, and she felt the tension of the last few days melting away. She finally looked at her friend, who was still giving her a warm, motherly smile. "I'm ready, Fluttershy. What do I have to do?"

"Well, the first thing you do is relax. Breathe deep, and let the sound of my voice calm you. Empty your mind and try not to think of anything in particular. Do not focus on any one thought or feeling but let everything wash over you and flow through you, like a cool breeze on a warm day."

Twilight started to feel her mind drift a bit, and her friend's soft, warm voice soothed her aching mind and soul, putting her in a trance like state of relaxation. She started to close her eyes and let her mind drift.

The yellow mare continued to talk softly, and saw the muscles slacken in her friend's frame as her mind became at ease. She gently tugged the breathing mask over her own muzzle, and reached into the pouch on the floor with a hoof. "Now, Twilight, I want you to trust me. Nothing can harm you here, and I will be protecting you at all times. But most importantly, I want to tell you, I am sorry."

Twilight's eyes popped open at this, blinking at her friend. She saw the mask, and the outstretched hoof in front of her. "Sorry for what, Fluttershy?"

"This." And the yellow mare flicked the powder into the unicorn's face. Twilight gasped in surprise, and then the room went sideways. She seemed to fall over in slow motion, as she saw her friend and her pet rabbit both looking at her with serious expressions. Both looked at each other, and then the room went dark. "Oh, Angel. I hope this works..." was the last thing she heard before Twilight Sparkle lost consciousness.

* * *

><p>A persistent thumping invaded the darkness, as Twilight slowly regained consciousness. Finally a rough nudge against her head snapped her awake and her head shot up to scan her surroundings. Panicking, she looked around for her friend, her mind a whirl of confusion over why she had knocked her out.<p>

Realizing she could still hear the thumping, she turned to the sound of Angel tapping the floorboards with his paw. He was dressed oddly in a little vest, and a top hat, and glaring at her with his usual contempt.

"Oh, hello Angel. Where's Fluttershy? And why did she throw that powder in my face?" Twilight blinked, and rubbed her eyes to focus better on the little rabbit.

"You're late!" was all the reply she received. He pulled a pocket watch from the pocket on his vest, which strangely grew in size as he pulled it free. He suddenly was holding a watch that was almost as large as he was, and could clearly be read. However, when he showed it to her, the hands were just spinning wildly, and not displaying any proper time.

"W-What? Late for what? What's wrong with the watch? And what the hay, since when could you talk, Angel?"

"I could always talk, silly girl. You were always too ignorant to listen!" He shoved the watch back into his pocket, and it shrank again to fit. "Now you are late, and the queen will have my head if you do not get you there on time. So hurry up!" And he started to hop towards a wall, which seemed to have a little rabbit-sized door in it.

"Whoah, hold on there Angel! What queen? What am I late for, and where is Fluttershy?" She started to get annoyed, and placed a barrier over the little door, so the rabbit could not reach it.

Turning around, and giving him his best bunny imitation of The Stare, he glared at her in his annoyance. Finally, seeing he would not get anywhere, he sighed, and seemed to deflate a bit. Pulling out a scroll from another pocket, he unrolled it and started to read.

**_By royal decree, the mare known as Twilight Sparkle, is hereby commanded to attend a tea party in her honor. The mare of honor is to appear promptly at the castle, on pain of death should she refuse. Formal Attire is not required, but prompt attendance is.  
>Her royal majesty,<br>The Queen of Diamonds_**

The little rabbit cleared his throat, and tucked the scroll away. "So, no more dawdling, filly. We have tea to attend, and the White Queen does not like to be kept waiting!" He then turned abruptly and dashed for the door. The barrier having dropped as the unicorn became distracted, he opened the door and shot through without a backward glance.

Shaking her head to clear the last of the sleep, she trotted over the look at the door. It was rabbit sized, and she could just fit her hoof through. There was no way she was getting her body through. Looking around, she chuckled at the silliness of it all. "Oh Twilight, what have you gotten into now? I think that Pinkie and Dash must have recruited Fluttershy for one of their epic pranks." With a sigh, she turned away to survey the room. Fluttershy's cottage appeared normal. all the furniture was back in place, and the candles had been cleared away.

Nopony appeared to be home, so she did the most logical thing and headed for the front door. Reaching for the knob with her magic, she found the door locked. She tried her hoof, and then even her mouth. The knob and door refused to budge. With a growl, she gathered energy, and imagined the yard on the other side of the door. With a flash her magic released... and nothing happened. The teleportation spell had no effect. It was like she never cast it.

"Oh, this can't be good." Twilight paced back and forth, looking for an answer. "Think, Twilight, if the door is locked... There must be a key!" She shot across the room, checking drawers and cabinets. She wasn't sure what she was looking for, as Fluttershy never locked her doors before. They were always left open for strange creatures to visit her.

After tearing thought he house, she stopped, panting, and glaring at the door. "Ooooh! Open, darnit!" She stomped, and turned away. Behind her was a small coffee table near the couch. She blinked, and noticed something new. She could swear it wasn't there before, but now there was a little bottle, with a pink butterfly painted on it, and some yellow liquid inside. Sticking out from under it was a note. Lifting it up with her magic, she saw Fluttershy's small, neat mouthwriting.

_"Drink Me.  
>If that's ok with you,<br>I mean. Oh nevermind..."_

"Now I _KNOW _it has to be a prank." She sighed. "Oh Fluttershy, how did you ever let those two clowns talk you into this?" She bent to sniff the bottle, but it was odorless. "Well, if it came from Fluttershy, it can't be bad for me. That filly wouldn't hurt a wolf if it was gnawing her leg off."

With a flick of her head, she downed the bottle, enjoying the lemon flavor and slight sweetness. "Mmm! Not bad. I will definitely have to ask her what was in it."

For a moment nothing happened, as she licked her lips and enjoyed the aftertaste, looking around the room to decide what to do next. Suddenly she hiccuped, and the room seemed to sway a bit, going out of focus. No, not out of focus, it was getting bigger! "Not good, not good at all." She looked down and saw the floor coming closer, and realized that she was getting smaller! "Oh no, it must have poison joke in it, I'm getting smaller like Applejack did!" And she continued to shrink faster. She was starting to get worried that she wouldn't stop shrinking, when suddenly it stopped.

Looking around, the room was now massive. The table next to her was like a skyscraper, and even the cracks in the floorboards appeared several inches across. Looking behind her, she saw the rabbit door again, standing slightly ajar, with light from outside coming through. She trotted over and peered through, seeing the bright colors of Fluttershy's garden outside the cottage.

"Pinkie and Dash better have an antidote ready, because I sure don't want to travel to Zecora's hut like this! Oh Celestia, it could take me days." She grumbled to herself and trudged out into the brightly lit garden.

Making her way out of the house, she looked around, but for as far as she could see in all directions was a massive riot of flowers and grass. Small shrubs towered over her like massive trees, and even little pebbles looked like boulders. She was unsure which way to go at first, but logic said that if she followed the house to the front, the road would lead her back into town.

She turned around to face the house, but gasped as she realized it was no longer there. "What the hay is going on here? I know I just came out of the house." Before her was a tree, as massive as any mountain, and lacking any sign of the door she had just come through. The house was gone, and with it her only landmark out of this place. "Oh Celestia, what have I gotten into now? This is seeming less and less like a practical joke and more like a bad dream."

She plopped down on her rump, trying her best to think of a plan, but coming dangerously close to crying with frustration. Why would her friends do this to her? Fluttershy, of all the ponies she knew, was the least likely to ever do anything so cruel. She was the Element of Kindness, for Luna's sake! She sank down on her hooves and started to let herself feel a bit of self pity, but still trying to fight back tears at being in such a strange place alone, and without friends.

"You look lost..." A giggle came from nearby. She turned to find the owner of the voice, sounding strangely familiar. All she saw was a massive smile, floating in the shadows of a nearby bush.

"What the hay? Who are you? Where am I? And more importantly, how the heck do I get out of here?"

With another giggle, and a sound very similar to a party popper, the rest of the creature's form slowly materialized. "Who you are is a question only you can answer, silly. And where you are is alot less important than where you are not. You have an appointment to keep, and you do not want to keep the queen waiting." Another bout of giggles, as the creature found what she said far more humorous then Twilight did. She was bright pink, with a poofy explosion of hair on her head, and a trademark curly tail.

"Pinkie Pie? Is that you? What the hay happened to you?" The creature did in fact resemble her friend Pinkie, but strangely distorted, as if looked at through a funhouse mirror. While it had the color, mane and tail of her pony friend, it clearly had the body and claws of a large cat. Even the brilliant blue eyes were slitted like a felines, and her massive grin was full of pointed teeth. Very pointed teeth. This was the most disturbing aspect, as the massive grin never left it's face, even when talking, as if it's face was forced into an eternal rictus.

"While I am pink, I am not Pinkie, although I do love a good pie. Especially rhubarb pie, fresh baked, and left on the window sill to cool. One time I found one on a window sill, and I say to myself, 'Self, why would someone leave a perfectly good pie on a window sill?' and I responded, 'Why they must be waiting for someone to come and eat it!', and eat it I did. It was the best pie I ever tasted." Twilight just stared, unsure what to say. This creature certainly rambled on in a random fashion like Pinkie, but it seemed crazy even by Pinkie Pie standards. "Oh, I do beg your pardon, I believe you were asking the way out of these woods?" The cat-thing responded. It leveled its feline eyes and full set of sharp teeth at her, in a look that made her entire body shiver.

"I was? Oh, um, yes I guess I was, or I was going to, I mean... Uh, can you please tell me the way out?" replied Twilight, increasingly wary of the exchange.

"No," it replied, continuing to stare back at her. Its expression remained the same.

"Wait, what? What do you mean 'no'?" Twilight sputtered in surprise. She glared at the creature, starting to form the opinion that it was completely crazy. In fact, she noticed that every time it spoke, it seemed to do so with a different personality.

"Well, silly filly, you asked a question, and I answered you. That's what I mean by no." The same grin and eyes bored into her mind like a maddening problem she could not find the answer to.

Twilight gritted her teeth in frustration. "Well why would you prompt me to ask a question you don't know the answer to?"

"I did no such thing. It was your question to ask, and you merely asked the wrong one. I cannot help it if the answer to the wrong question was not to your liking." The mad grin continued, as Twilight's blood began to boil.

Stopping to calm herself, Twilight took a steadying breath. She started to pace, muttering to herself under her breath. "Think, Twilight. It's playing a game with you, so you just need to know the rules. It said you asked the wrong question, so what is the right question?"

Suddenly she had a stroke of inspiration. "So, if you don't know the way, then who does?"

"Ohh! I know this one. Umm... you should ask the Caterpillar. She is wise and knows many things, and is sure to know how to get where you need to be." The Pinkie-Cat answered glibly.

"And, where to I find this Caterpillar?" Twilight's patience had run out on this crazy creature.

"Sadly, I do no know the answer to that. But if you follow the path to the Hatter, she may know the answer." The pink creature twitched it's tail toward a path, one that she was sure hadn't been there earlier.

"The Hatter?"

"Oh yes, The Mad Hatter, and her companion the March Mare. They throw the bestest tea parties! They are alot more fun than the ones the stuffy old queen throws. And ponies almost never get their heads chopped off!" The chipper creature bounced to it's paws and began to turn in a circle, fading away slowly.

"But I don't want to go among mad ponies!" said Twilight.

"Oh, you can't help that," said the pinkie-cat. "We're all mad here." With a final twitch of it's tail and a manic giggle, it faded back into the shadows from which it had come.

Twilight shook her head and sighed, "Pinkie-Cat, you are so random."

* * *

><p>Trotting down the path, Twilight gawked at the plants. It felt like she was an insect in the gargantuan garden, as flowers and pebbles took on the semblance of trees and rocks. It was like a twisted version of the Everfree forest as she traveled through the gloomy land. Several times she saw glimpses of true bugs, but they mostly ignored her, going about their strange insect lives. At one point, a fallen twig blocked the path, being too large to hop over, until she levitated herself to the other side.<p>

Soon she was deep in the garden, came to a fork in the path, and sat down in frustration over which way to go. "Oh great, now what do I do? That Pinkie-Cat didn't say anything about choosing a path."

Suddenly a voice behind her made her jump. "Second star to the left, and straight on till morning!" She turned to see the head -and only the head- of the Pinkie-Cat once again grinning at her from a nearby bush-branch. Slowly a paw appeared and scratched the head. "No, wait, that's the wrong one. Oh yea!"

_"Left is right,  
>Right is wrong,<br>Choose your path wisely,  
>And it won't be long!"<em>

"Wat?" The lavender mare just stared dumbfounded at the floating head and paw.

"Read the sign, silly!" The floating head giggled, and vanished with the sound of a party-horn, followed by a balloon popping.

"Sign? There isn't any..." She turned and saw a sign now in the middle of the fork. "Oh, that sign."

**{=Tea Party**  
><strong>Republican Party=}<strong>

"What the hay is a 'Republican party'?" Shaking her head in confusion, she shrugged and headed down the left path. It wasn't long at all before she started to hear music, sounding like one of Pinkie's old party records.

Sure enough, as she rounded one last tree-sized bush, she spied a clearing, decorated for a party. There was a massive table, surrounded by chairs, with balloons and streamers everywhere. Plates, cups, bottles, and food of all kinds covered the table, and sitting at the head was a friend she knew well.

"Applejack! Thank Celestia I found you. I have no idea what the hay is going on, but you have got to help me!" She ran into the clearing and up to her Stetson-wearing friend. She noticed another pony laying face down on the table beside her, a grey pegasus mare with a straw-yellow mane. "Oh hello Derpy, good to meet you as well."

The grey mare lifted her head, displaying her usual wall-eyed look, and a big smile, while her earth pony friend just looked at her in confusion. "Uhh, Applejack, are you okay?"

"Oh, hello sugarcube. My name isn't Jack, but I sure do like apples. They call me the Hatter, on account of mah hat, and I love apple pies, apple fritters, apple dumplings, apple cider, apple cake, apple brown betty, apple cobbler..."

"And apple muffins!" chimed in the other mare.

"Aww yea, apple muffins are great! Won't you have some, miss?" The orange pony nudged a plate full of the treats toward the lavender mare, who was staring wide eyed, and mouth agape.

"Wait, you don't know me? But we are friends, we have been for awhile now. What happened to you, Applejack? What's going on?" Twilight started to look around frantically for an answer, starting to panic again.

"Well Ah'm sure we would remember a pretty lil filly like you, but Ah cain't rightly recall yer name." She pushed back her hat and scratched her head, then stuck out a hoof in greeting. "Name's Hatter, and this here is mah friend, The March Mare. Folks just call her Muffins. Or is it they eat her muffins? I always git them confoozled."

"Hello pretty lady! Want a muffin, and tea?" the pegasus mare was still smiling sweetly, and nosing over a large teapot.

"Oh, Celestia! What now..." Twilight sighed, and sat down at the table. "My name is Twilight Sparkle, and I'm not really sure about anything else anymore. This all seems to be some horrible dream I can't wake up from." She levitated the teapot to pour some tea out, but it seemed to have run dry, as nothing came out. As she was lowering it to the table with a frown, she thought she heard a snore from inside.

"What the hay?" She lifted the lid and peered inside, only to find a bleary eyed yellow foal blinking up at her. She had a bright red mane, and a rather soggy looking bow. "Applebloom? What in Equestria are you doing in there?"

"Dagnabbit! Have you been drinkin mah cider again? How many times have Ah told you, yer too young fer that stuff!" The orange mare plucked the young filly out of the oversized pot and plopped her on the table with a wet squelch.

"Cutie marsh cw-kroo-*hic* Kroshadush, Tea prarteh Crathersh! *hic* Yay..." was all the little pony could slur out before passing out on the table, softly snoring.

Derpy prodded the little form with her muzzle, then looked up at the hat wearing mare. And Twilight. "Too much muffin?"

"Too much Cider. Ah hope the queen dun find out bout this. She's likely to have mah head, Ah tell you what." The Hatter shook her head slowly.

"Wait a second, you were serving cider at a tea party?" Twilight gaped in shock at the scandalous thought.

"Well what else we gonna serve, tea? This her's mah family recipe. Best Cider in all the land!" Both mares linked forehooves and leaned against each other, bursting into song.

_"Hide it in a hiding place where nopony ever goes.  
>Put it in your pantry with your muffins!<br>It's a little secret, just the Tea Party affair.  
>Most of all, you've got to hide it from the foals!"<em>

On the nearby table, a loud belch from the tiny filly punctuated the song, as the two mares continued onto more verses that made even less sense. Twilight took this as her cue to leave, as they were now entirely ignoring her. These were not the ponies she thought they were. These ponies weren't even sane! She could hear the song coming a close behind her, but she kept on going to the far side of the clearing. Why was nothing in this place making any sense? Muttering to herself, she continued on.

"_**CHANGE PLACES!" **_The yell from behind her made her jump, and she galloped out of the clearing, almost missing the sign at the exit, clearly marked: 'Flutterpillar'.


	7. Chapter 6: Further Down the Spiral

Continuing along the path, Twilight started to notice some changes in the garden around her. Less flowers grew, and more darker things made up the landscape. The boles of trees made for impassible mountainous barriers, between which mushrooms grew in abundance. She suspected she was into the outskirts of the Everfree forest, and things would be getting a lot more dangerous.

It wasn't long before the the sun disappeared completely, and only the occasional stray beam reached the ground. Coming around a particularly large mushroom stalk, she stepped into one of these beams, and stopped in amazement. Before her was a rather curious sight, in the middle of a clearing. A rather large mushroom, colored a bright blue, on which sat something that made her brain hurt to think about. It resembled Fluttershy, her quiet yellow pegasus friend, but where her friend had only four hooves, this creature's body was stretched out to more than a dozen legs. It was still yellow, and her head sported the usual pink mane, but the body seemed to have been duplicated over and over to a ridiculous caricature of the pony she knew.

As she approached, the yellow aberration slowly looked in her direction, while chewing lazily on some sort of green stem. She (it?) stared down at her with an expression of disinterest, as she looked up in amazement. "It's not polite to stare like that, dearie. Letting your mouth hang open is most unbecoming as well." Slowly the Flutterpillar swallowed the mouthful of green it was munching, and continued to chew lazily at the stem. It's voice was similar to Fluttershy's, but slow and drawn out, as if drugged.

"Uhh.. Fluttershy, is that you? What the hay happened to you?" The mare started to get angry. "What is the meaning of all this, and why did you throw that powder in my face?"

As she simmered, the creature just looked at her without changing it's expression. After a few moments of idle chewing, it swallowed again and responded. "Who are you?"

"Who am I? WHO AM I? You know who I am!" Twilight seethed, trying to control her temper but losing ground. "I'm Twilight, the bearer of the element of Magic. I'm your friend, and the one you knocked out and sent to this insane place where nothing makes sense! You know who I am!"

Again, the yellow beast chewed silently, before answering. "No. You are not." Before Twilight could muster a response, it continued on. "You are a rude little filly, who thinks that they know me, or this world. You look around you, yet you do not see. You are lost, and seek the path home. You wish to know the answers, but are not yet ready to accept the truth before you." The Flutterpillar stopped a moment to punctuate with the stem. "That is what you are."

Utterly floored by the answer, the lavender mare paused in shock, as her anger ebbed away. "I never... but I... Wait, what? Then who are you?"

"I am the caterpillar. One day I will not be the caterpillar, and then I will be something else. But until then, this is who I am."

"But that doesn't make any sense!" She stomped her hoof, getting frustrated again.

"Not everything makes sense, Twilight Sparkle. You must learn to see the truth as it is, and not as you wish it to be. Only then, can you set your mind free and return home." the creature started to turn away, facing away from the unicorn. "Now hurry along now, you are late for your audience. You wouldn't want to lose that pretty purple head of yours by angering the Queen."

"Who is this queen? Why does she want to see me?" Twilight tried to trot around to face the creature, but it's body blocked the view now.

"I think you know who she is. As for why she wants to see you, that is for her to tell you. Now hurry along, and don't forget to taste a piece after you are gone." Now completely hidden in the pile of limbs, the yellow creature's voice grew tired and sluggish.

Twilight rolled her eyes, completely sick of the riddles. "Taste what? Will you stop being so cryptic?"

"The mushroom, of course..." and as the voice faded away, a green glow creeped over the still yellow form. Twilight quickly backed away, and was shocked as the glow flashed briefly, and the yellow creature had been changed into a massive pink chrysalis.

Not sure what to do next, she used her magic to carve off a small piece of the mushroom, and stash it in her saddlebag. Looking around, she could see no other way out of the clearing other than the way she had entered. "Just great. I forgot to ask how to find the queen."

Suddenly the sound of a party horn made her jump several feet in the air. She spun around in mid-jump and managed to land back on her hooves, facing her was the now-familiar grin of the Pinkie-cat.

"You really aren't very good at this, are you?" The creature shook its head, managing to still appear disapproving, despite it's manic grin. "Remember what I told you last time?"

"Last time? Last time you said to read the sign!" She spun around to point at the edge of the clearing behind her. "But this time there is no... Sign?" and sure enough, there was a path with a sign next to it.

_**You are now leaving New Jersey**_

_**{=Welcome to Queens=}**_

She spun back around to glare at the grinning feline, but unsurprising, there was nothing there. Even the grin had already faded away. With a heavy sigh, Twilight turned back to the path, and began to move forward again. "What the hay is New Jersey?" she muttered to herself.

* * *

><p>Moving down the new path, the landscape quickly changed again. Gone were the pale mushrooms and darkened canopy, replaced by a neatly manicured lawn, hedges, and a clear blue sky. It seemed to be more of a formal garden, and less of the wildness that permeated Fluttershy's garden. Of course, this equated to gargantuan mountains of green and a low forest of stalks.<p>

She was grateful that the lawn was so well tended, and it afforded easy going with the grass clipped so short. She was traveling though a hedged portion of the garden, and soon came to a rose garden. Massive trees of green sported perfect white roses everywhere. Even the rose bushes seemed to be trimmed into neat compact shapes, mostly resembling a diamond from a deck of playing cards.

She had stopped to admire one of the bushes, when suddenly there was a rumbling, as if a stampede was in progress. She looked for cover, and managed to duck under one of the bushes just before several large white shapes came into view. They appeared to be sewing mannequins, similar to what she had seen in her friend Rarity's dress shop. In addition, they were all outfitted with uniforms, as if being used as mobile display stands. Brilliant blue uniforms were embossed with white diamonds on the flanks, in a mirror of her friend Rarity's own colors and cutie mark. They all marched along without any sort of eyes of features, in perfect formation, passing the unicorn by without a glance.

When they were gone, she slowly extracted herself from the underbrush, and stared in dismay in the direction the figures had marched. It was the same direction she was traveling, and she feared being trampled if she continued on the path. "Now what? I don't want to get stepped on by fake ponies, but they are so big!"

A familiar voice sang behind her:

"_You often get such good advice,  
>But very seldom follow it..."<em>

At first nothing happened, and she was puzzled. But after several moments, her entire body began to tingle, and then in a flash, she was back to her full height. Startled, she lost her magic hold on the mushroom, and staggered, falling on her rump. "Wow, that pack one hay of a kick!" Looking down she saw the uneaten piece of mushroom, seemingly grown in size along with her. Now that she thought about it, her saddlebags had changed size as well, which made no sense. She sighed sadly, "Nothing makes sense here, nothing at all."

Getting back to her hooves with a sigh, she stashed the rest of the mushroom in her bags. Now that she was her normal self, she could look around the garden. The hedges came just to eye height, and she could just barely see over them. She stopped and smelled the roses, since after all, she had read that it was a good thing to do. They did smell wonderful.

Trotting down the path, soft grass under her hooves and bright sunny sky overhead, she started to cheer up. Her stress started to fall away, and for the first time since waking up she felt good. She just needed to get to this White Queen, and maybe her questions would get answered. With a smile on her muzzle, she broke into a canter, and hurried on her way.

Soon enough, the path opened into a large area, surrounded by hedges and rose bushes. At the far end, she could make out a large pavilion set up and a table underneath, with ponies and other creatures milling about. The pavilion was white with the familiar blue diamond pattern of her friend Rarity, and the flags surrounding the area were the inverted blue field with the white diamond she had seen the mannequins wearing.

As she approached, she saw many ponies that looked familiar, but not quite. Faces she had seen in passing through Ponyville, but subtly altered as to not quite be recognisable. At the table she thought she saw her friends Applejack and Derpy, in their forms as the Mad Hatter and the March Mare, Pinkie-Cat grinned at her and blinked lazily from the head of the table, where Rarity sat in a regal gown upon a throne, with a crown full of diamonds on her head. She seemed to be stroking Pinkie like a pet. She even thought she saw Rainbow Dash, wearing a strange wig and bonnet, and holding a crying orange pegasus foal, which she smacked to keep quiet. None of them seemed to notice her arrival, save Pinkie, who gave her a wink and continued acting cat-like under the attentions of Rarity.

Suddenly, as she arrived, Angel came shooting out from under the table. He was looking cross as usual, and charged straight at the unicorn, waving his pocket watch in her face. "You are LATE! I told you to follow me, and you didn't even listen to a simple command as that. How can you impress the Queen, if you are unable to follow simple instructions?"

Twilight had had enough. She used a spell to seal the rabbit's mouth shut, and glared at him. "That will be enough from you, Angel. I have been through too many inexplicable things today because of whatever you and Fluttershy did, and I am about to get some answers for a change."

The rabbit's eyes went wide, and he waved his paws frantically, but she ignored him and stepped around the little bunny to approach the table. As she arrived, the others turned to notice her finally, Applejack and Derpy waving, Pinkie giving her another wink, and Rarity looking down her muzzle at her from the raised throne. Rainbow Dash just glared at her crossly, and shook the little foal to make it quiet again.

Ignoring the looks she was getting, the determined mare marched up to the throne and it's bejeweled occupant. "Rarity! Will you please tell me what the hay is going on? Why is everypony acting crazy, and why did you have everyone trying to bring me to you?"

Looking rather shocked at the abrupt manner of her newest guest, the white mare paused a moment to form an answer. "Well my dear, you must be the other unicorn I have heard so much about. I am afraid there has been a bit of misunderstanding. While beauty like mine is truly rare in my kingdom, I am the White Queen of Diamonds here, and you would do well to address me as such." She paused a moment to let the words sink in, then continued. "As to why I _invited_ you to my tea party, it was merely a matter of courtesy, from one unicorn to another. Royalty such as ours is as rare as my beauty, and it behooves me to extend courtesies to a fellow unicorn."

"Oh no, not you too!" Twilight shook her head and backed away a few steps. "This is ridiculous! You are NOT a queen. Equestria doesn't even have a queen, and if anypony would be the queen it would be Princess Celestia, not you." She started to fume, as her anger grew. "No, all of you are CRAZY! Every last one of you are like a bad dream trying to make me go insane myself. And if none of you will help me find a way out of here, I will find it myself!"

This had the immediate effect of making every pony present gasp, except Pinkie-Cat, who giggled. It had the secondary effect of turning the white mare a definite shade of scarlet as her anger boiled out of control. But just as she seemed about to explode, causing Twilight to take a step back, her face cleared. "It appears it was I that was mistaken." Her voice dripped venomous scorn. "I mistook you for a royal magic user such as myself, but it appears you are nothing more than a commoner with a horn. But that is an oversight easily corrected." Looking up and out over the rest of the crowd, she suddenly bellowed, "OFF WITH HER HORN!"

The other ponies gasped again, and Twilight tried to look for an exit. However, the mannequin ponies appeared again, as if from thin air, and quickly surrounded her. She was overwhelmed by them and quickly brought to the ground by the press."No! No, let me go! You are all crazy! I have to get out of here!" But her cries fell on deaf ears, seeing as the guards didn't have real ears to begin with.

"My dear! Dearie! OH QUEEENIE!" A voice was heard over the commotion, and all eyes turned to the newcomer who had been hiding behind the throne.

"What do you want, Husband? Can't you see Momma is busy at the moment?" the queen scornfully addressed the small purple dragon who was groveling next to her.

Twilight was so shocked, she stopped struggling. "Husband?"

Spike continued on, "I know how much you enjoy a good punishment, my dear, but we really should follow the laws. The laws state that the accused should at least get a fair trial before sentencing."

"I AM THE LAW!" The queen roared back at the cowering dragon.

"Y-yes, but you made the laws, and without laws there w-would be chaos. It's only fair. pleasdonthurtme..." as he covered his head and shrank away from the enraged mare.

She continued to glare at him in silence for a few moments more, before deflating with a weary sigh. "Fine, ok. We shall have a trial."

At that, the other ponies and creatures cheered, except for Angel, who was now glaring daggers at Twilight. Most of the guards holding her let the unicorn up, but stayed near, as others ran onto the field and whisked away the table. Chairs were arranged in rows, and a smaller table was set in front of the throne, where a podium was now being set up. Twilight was marched over to the table, and left to stand, flanked by two of the silent guards.

As the trial started, the king-dragon read out a list of accusations. They were entirely made up and obserd, ranging from nose picking to poor hygiene. Twilight began to feel her anger boil as the proceedings began to make less and less sense. One at a time the other ponies were brought forth to testify, most of which had no bearing on the case.

"Miss March Mare, do you remember the accused?" intoned the Queen, acting as judge to the proceedings.

"Oh, I remember her, she didn't eat any muffins. Who could possibly hate muffins?" Derpy hung her head.

"I love muffins! I get a basket of blueberry delivered every morning. However, I can never eat them all if I want to keep my figure!" Rarity leaned on the podium, and dramatically grasped her breast in a profession of her love for muffins.

"Oh yes, blueberry is my favorite. I will have to bring you some tomorrow!" The blonde mare nodded and stepped down from the stand.

Next was Applejack, with an even larger than normal hat, in what looked like an attempt dress up to the occasion. She ambled to the seat near the podium, and smiled at the crowd. "Howdy y'all!"

"So, Miss Hatter, what do you remember about the accused?"

"Well, she drank all mah cider, when Ah told her it ain't fer fillies. Then that little run went an ruined mah best hat when she chucked all over it!" The orange mare glared into the audience, where a yellow filly tried to hide.

"Ahm sorry sis, I didn't mean to drink all the cider! It was just so yummy!" The small pony looked down and kicked at the ground with a hoof.

The queen looking confused looked back and forth between the two sisters. "Ahh... Miss Applejack, we are not talking about your sister. We are talking about Miss Twilight Sparkle, the unicorn over there." pointing a hoof at the accused.

Applejack took off her hat and squinted at Twilight. "Hmm.. Never seen her before in mah life."

Twilight just facehoofed at this, and the queen called for more witnesses. When none stepped forward she clopped her hoof on the podium to get attention, then addressed the lavender mare directly. "Twilight Sparkle, you stand here accused of crimes against the fabulous crown, and of generally annoying me. How do you plead?"

"You all are bucking crazy!" Twilight just stomped, and snorted in anger.

Without missing a beat, the queen went on. "Be that as it may, I hereby pronounce you guilty. Your sentence is to have your horn removed. The sentence is to be carried out immediately."

"What? you can't do this! You are all insane!" Twilight started to back away, as the guards closed in on her. She started to look for an exit as she charged her horn to teleport away.

Suddenly, there was a flutter of color in her face, and a large butterfly with a yellow body and pink wings flapped in front of her. It gently landed on her horn, and she could hear the voice in her head. **"You still are not listening to my advice. Why do I bother to help ponies if they never listen to me?"**

Confused, Twilight tried to think. What did she forget this time? What had the caterpillar said to her? It seemed like a lifetime ago already, yet it had only been earlier that day. Something about seeing the truth. Seeing what is real and not what she wants to see. But that's crazy. There is no reason she would ever want to see any of this! Madness and chaos, disorder and mayhem. She hated it all, and would never willingly want to see this.

Unless...  
>Unless the truth was worse.<p>

She blinked, and looked around her, this time truly SEEING around her. Suddenly everything changed. What she thought were her friends, suddenly weren't ponies at all. Instead, there were goblin looking creatures, all skin and wrinkles, grossly exaggerated. Applejack was now a tall, thin goblin, with a massive head and even larger top hat. Derpy was an old brown rabbit, every bit as large as the hatter. She saw Rainbow Dash as a sour faced old troll, and Rarity was an even uglier troll with a massive head and teeth like a mule.

Pinkie was... Pinkie. "What did you expect? I was gonna turn into a cat or something?" The pink pony giggled and bounced off the table, then away towards the nearest hedge, where she promptly vanished upon colliding with it.

Twilight shook her head to clear her thoughts, and noticed that creatures resembling ambulatory playing cards were about to latch onto her. She quickly teleported behind the throne, and levitated out the piece of mushroom from her bags.

"That's it! I have had enough of this place!" She clomped the fungus chunk and swallowed it whole. In moments she was growing again, and soon towered over all the creatures around her. "None of you are real, none of you are my friends, and I AM GOING HOME!" With a stomp, she flattened the throne, and the goblin sitting on it. In a burst of smoke, the creature vanished, and immediately all the other creatures similarly exploded. As the dust flew up in her face, she got a muzzle full, and sneezed so hard her eyes closed and she felt like she was falling.

* * *

><p>Opening her eyes, she blinked, and rubbed her muzzle. it came away covered in dust, and she blinked at it for a moment, before realizing she wasn't laying on grass. She was laying on a mat in Fluttershy's hut, and her friend was nervously peering at her.<p>

"Did it work, Angel Bunny?" She turned to her companion.

In return, he just shrugged. 'What the hay do I know, I'm a rabbit, not a mind reader!' he seemed to say.

Twilight groaned and got to her hooves, she felt groggy, but her head was quickly clearing. "Fluttershy, what the hay happened? How long was I out? Where the hay WAS I?"

"Umm.. Well, I don't know Twilight. Everyone experiences the mind-walk differently. What you saw was from your own mind, and for you alone to know." She shyly fidgeted with the edge of the mat. "You weren't out for more than a moment. You just froze a few seconds after the powder hit you, then you sneezed and fell over. You opened your eyes right away."

"Are you kidding me? I was wandering around in that nightmare for hours! I swear my hooves are sore from all the walking I did." Twilight shook her head. "That's, just not possible."

Fluttershy handed her a damp rag to clean off the dust, being careful to keep her mask on. "It's true. Supposedly the faster the mind, the longer the experience lasts, and you stay until you find the way out. You are the smartest pony I know, so maybe that is why yours seemed so long."

"I just don't get it, and entire day in an instant. It's amazing! And I learned... What did I learn?" she turned to her friend, who was doing her usual peek-a-boo hair routine.

"You learned how to see the real behind the illusion, and keep control of your mind. You learned to see the truth as it is, and not as you wish it to be." She blinked then looked down. "Or that's what I read, I guess."

Twilight stared at her friend a moment, certain she heard the condescending tone of the Caterpillar for a moment. No, this was the real Fluttershy, not that uppity grub. She sighed, and reached forward to hug her friend. "Thank you Fluttershy. It was strange, but if it helps me in a fight, I owe you big time."

The shy pegasus returned the hug. "Your welcome Twilight. I'm just glad I could help my friends."

As she headed for the door, still processing everything she had seen, she paused a moment. Then turning to glare at the rabbit holding the door open, she whispered low for only him to hear. "I know your secret now, so don't you forget it!" Her irises had contracted to pinpoints, and an insane grin flashed across her face for just a moment, before going back to normal. She turned away and trotted out the door.

Slamming the door in a panic, the little rabbit leaned against it with a sigh, breathing heavy. he looked over to Fluttershy, who was looking at him puzzlingly. He put on his best smile, and shrugged hugely, as if to say, 'I dunno, that mare is crazy!'


End file.
